Common use of Definitive Notes Clause in Contracts

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained NotesNo Note Owner will receive a definitive, upon original issuance, will be fully registered Note (a “Definitive Note”) representing the Note Owner’s interest in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If Note unless and until (ia) the Administrator or the Servicer advises notifies the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as depository for the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate reach an agreement on satisfactory terms with a qualified successor or successor, (iib) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes advise Administrator notifies the Indenture Trustee and that it elects to terminate the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in or (c) after the best interests occurrence and during the continuation of such an Event of Default or a Servicer Termination Event, Note Owners, then Owners of a majority of the Note Balance of the Controlling Class notify the Indenture Trustee and the Clearing Agency shall that they elect to terminate the book-entry system through the Clearing Agency. In these cases, the Clearing Agency will notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting Notes. After the same. Upon surrender to Clearing Agency has surrendered the Indenture Trustee of the typewritten printed Notes representing the Book-Entry Notes by and delivered the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes instructions to the Indenture Trustee Trustee, the Issuer will execute and the Indenture Trustee shall Trustee, on Issuer Request, will authenticate the Definitive Notes in accordance with according to the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall will be liable for any delay in delivery of such the instructions and may conclusively rely onrely, and shall will be protected in relying onrelying, such on the instructions. Upon On the issuance of Definitive NotesNotes to Note Owners, the Indenture Trustee shall will recognize the Holders holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee or nor the Administrator is unable able to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then then, in each case, the Clearing Agency Indenture Trustee shall notify all Note Owners and of the Indenture Trustee in writing related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders hereunder.

Definitive Notes. The Retained NotesNo Note Owner will receive a definitive, upon original issuance, will be fully registered Note (a “Definitive Note”) representing the Note Owner’s interest in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If Note unless and until (ia) the Administrator or the Servicer advises notifies the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as depository for the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate reach an agreement on satisfactory terms with a qualified successor or successor, (iib) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes advise Administrator notifies the Indenture Trustee and that it elects to terminate the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in or (c) after the best interests occurrence and during the continuation of such an Event of Default with respect to Group 1 or a Servicer Termination Event, Note Owners, then Owners of a majority of the Note Balance of the Controlling Class notify the Indenture Trustee and the Clearing Agency shall that they elect to terminate the book-entry system through the Clearing Agency. In these cases, the Clearing Agency will notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting Notes. After the same. Upon surrender to Clearing Agency has surrendered the Indenture Trustee of the typewritten printed Notes representing the Book-Entry Notes by and delivered the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes instructions to the Indenture Trustee Trustee, the Trust will execute and the Indenture Trustee shall Trustee, on Trust Request, will authenticate the Definitive Notes in accordance with according to the instructions of the Clearing Agency. None of the IssuerTrust, the Note Registrar or the Indenture Trustee shall will be liable for any delay in delivery of such the instructions and may conclusively rely onrely, and shall will be protected in relying onrelying, such on the instructions. Upon On the issuance of Definitive NotesNotes to Note Owners, the Indenture Trustee shall will recognize the Holders holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Any Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuing Entity shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in In the form of Definitive Notes, but, at the request of all case of the holders thereof, may be exchanged for Book-Entry Notes. If , if (i) the Administrator Owner Trustee or the Servicer Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Book‑Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor (and the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises each other such party in writing that it elects to terminate the book‑entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event a Servicer Default, owners of Servicing Termination, Note Owners the Book‑Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Controlling Class of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes Notes, advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry book‑entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Book‑Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. None of the Indenture Trustee, Issuer or Administrator shall be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Security Balances of such the Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes applicable Note Depository Agreement, and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator or the Owner Trustee, as applicable, notifies the Clearing Agency of its intent to terminate the book-entry system through the Clearing Agency and requests a withdrawal of the Book-Entry Notes held by the Clearing Agency, and after receipt by the Clearing Agency Participants of a notice issued by the Clearing Agency notifying the Clearing Agency Participants of such withdrawal request, the Clearing Agency Participants holding beneficial interests in the Book-Entry Notes agree to initiate such termination, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes Required Holders advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then the Clearing Agency Indenture Trustee shall notify all Note Owners and Noteholders of the Indenture Trustee in writing related Class or Classes of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and all such persons may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as NoteholdersNoteholders hereunder. The Indenture Trustee shall not be liable for any failure by the Indenture Trustee or the Administrator to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Any of the Restricted Notes, upon original issuanceissuance and at the Issuer’s option, will may be in the form of Definitive Notes; provided, buthowever, that at the request of all of the holders thereof, such Restricted Notes may be exchanged for Book-Entry Notes. If (ia) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (iib) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Termination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners Owners, the Administrator and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in In the form of Definitive Notes, but, at the request of all case of the holders thereof, may be exchanged for Book-Entry Notes. If , if (i) the Administrator Owner Trustee or the Servicer Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Owner Trustee or and the Administrator is are unable to locate a qualified successor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency (including, for the avoidance of doubt, in accordance with Section 2.04(i)) or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes the Controlling Class of the Book-Entry Notes, advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. None of the Indenture Trustee, Issuer or Administrator shall be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable within 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to locate a qualified successor terminate the book-entry system through that Clearing Agency or (iiiii) after the occurrence of an Event of Default, a Servicer Default or an Event of Servicing TerminationAdministrator Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such the applicable Notes advise the Indenture Trustee and the applicable Clearing Agency (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency is no longer in the best interests of such Note Owners, then the Indenture Trustee shall cause such Clearing Agency shall to notify all Note Owners and the Indenture Trustee in writing cleared, through such Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the a Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the such Clearing Agency, which shall include, without limitation, the identity and payment instructions for all Noteholders of the applicable Notes. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Issuer, the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Any portion of a Book-Entry Note transferred or exchanged pursuant to this Section 2.13 shall be executed, authenticated and delivered only in the minimum denominations and integral multiples set forth in Section 2.2(d). Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The On the Closing Date, the Retained Notes, upon original issuance, Notes will be issued in physical form as Definitive Notes in the applicable form of Definitive Notes, but, at Exhibit A hereto and registered in the request of all name of the holders thereof, may Sponsor. The Non-Retained Notes will be exchanged for issued on the Closing Date as Book-Entry Notes. If ; however, if at anytime (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee or nor the Administrator is unable able to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then then, in each case, the Clearing Agency Indenture Trustee shall notify all Note Owners and of the Indenture Trustee in writing related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders hereunder. Except in the case of a Noteholder who is an Affiliate of the Sponsor, subsequent Noteholders of Notes that were initially Retained Notes shall have the right, but at such Noteholders sole cost and expense, to request that such Retained Notes be converted to Book Entry Notes and the Issuer, the Indenture Trustee, the Administrative Agent and the Sponsor agree to cooperate and use reasonable efforts to effect such conversion.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If If (i) the Administrator or the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities properly with respect to the Bookbook-Entry entry Notes and the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor or successor, or (ii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount aggregate Outstanding Amount of such Notes both Classes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such the Note Owners, then the Clearing Agency Depository shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such the event and of the availability of Definitive definitive Notes to Note Owners requesting the samethem. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Bookbook-Entry entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate and deliver the Definitive definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar Registrar, or the Indenture Trustee shall be liable for any delay in delivery of such the instructions and may conclusively rely on, and shall be protected in relying on, such the instructions. Upon On the issuance of Definitive definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in In the form of Definitive Notes, but, at the request of all case of the holders thereof, may be exchanged for Book-Entry Notes. If , if (i) the Administrator Owner Trustee or the Servicer Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Book‑Entry Notes and the Indenture Owner Trustee or and the Administrator is are unable to locate a qualified successor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises each other such party in writing that it elects to terminate the book‑entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event a Servicer Default, owners of Servicing Termination, Note Owners the Book‑Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Controlling Class of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes Notes, advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry book‑entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Book‑Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. None of the Indenture Trustee, Issuer or Administrator shall be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. The Retained Notes, upon original issuance, Definitive Notes will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If issued only if: (i) the Administrator or the Servicer advises the Indenture Trustee in writing that (a) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (b) the Indenture Trustee or the Administrator is unable not able to locate a qualified successor or successor; or (ii) after the occurrence of an Event of Default or an Event Default, owners of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes Majority Noteholders advise the Indenture Trustee and the Clearing Agency Participant through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners. In each case, the Indenture Trustee shall then notify Note Owners of the related Class of Notes through the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, Issuer at its own expense, expense shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as NoteholdersNoteholders hereunder.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form With respect to any Class or Classes of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If , if (ia) the Administrator or the Servicer advises notifies the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as depository for the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate reach an agreement on satisfactory terms with a qualified successor successor, (b) the Administrator notifies the Indenture Trustee that it elects to terminate the book-entry system through the Clearing Agency or (iic) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Termination Event, so long as any Book-Entry Notes are Outstanding, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% a majority of the principal amount Note Balance of such Notes advise the Controlling Class notify the Indenture Trustee and the Clearing Agency in writing that they elect to terminate the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note OwnersAgency, then the Clearing Agency shall will notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event election and of the availability of Definitive Notes to the Note Owners requesting Owners. After the same. Upon surrender to the Indenture Trustee of Clearing Agency has surrendered the typewritten Notes representing the Book-Entry Notes by and delivered the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes instructions to the Indenture Trustee Trustee, the Issuer will execute and the Indenture Trustee shall Trustee, upon Issuer Request, will authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall will be liable for any delay in delivery of such instructions and may conclusively rely onrely, and shall will be protected in relying onrelying, on such instructions. Upon the issuance of Definitive NotesNotes to Note Owners, the Indenture Trustee shall will recognize the Holders holders of the such Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (a) If: (i) the Administrator or the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under this Indenture with respect to the Book-Entry Notes Notes, and the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor successor, (ii) the Issuer advises the Indenture Trustee in writing that it elects to terminate the book-entry system and, upon receipt of a notice of intent from the Clearing Agency, the participants holding beneficial interests in the Notes agree to initiate a termination or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Principal Balance of such the Notes advise the Clearing Agency and the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Clearing Agency Indenture Trustee shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Global Notes by the Clearing Agency, accompanied by registration instructionsand transfer instructions from the Clearing Agency for registration, the IssuerIssuer shall execute, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate authenticate, the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, all references herein to obligations imposed upon or to be performed by the Indenture Trustee Clearing Agency shall be deemed to be imposed upon and performed by the Issuer, to the extent applicable with respect to such Definitive Notes, and the Issuer shall recognize the Holders holders of the relevant Definitive Notes as NoteholdersNoteholders hereunder. (b) Definitive Notes will not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Notes. The Retained Notes, upon original issuance, Definitive Notes will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If issued only if: (i) the Administrator or the Servicer advises the Indenture Trustee in writing that (a) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (b) the Indenture Trustee or the Administrator is unable not able to locate a qualified successor or successor; or (ii) after the occurrence of an Event of Default or an Event Default, owners of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% the Majority Holders of the principal amount Controlling Class of such Notes advise the Indenture Trustee and the Clearing Agency Participant through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners. In each case, the Indenture Trustee shall then notify Note Owners of the related Class of Notes through the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, Issuer at its own expense, expense shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as NoteholdersNoteholders hereunder.

Definitive Notes. The Retained NotesNo Note Owner will receive a definitive, upon original issuance, will be fully registered Note (a "Definitive Note") representing the Note Owner's interest in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If Note unless and until (ia) the Administrator or the Servicer advises notifies the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as depository for the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate reach an agreement on satisfactory terms with a qualified successor or successor, (iib) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes advise Administrator notifies the Indenture Trustee and that it elects to terminate the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in or (c) after the best interests occurrence and during the continuation of such an Event of Default or a Servicer Termination Event, Note Owners, then Owners of a majority of the Note Balance of the Controlling Class notify the Indenture Trustee and the Clearing Agency shall that they elect to terminate the book-entry system through the Clearing Agency. In these cases, the Clearing Agency will notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting Notes. After the same. Upon surrender to Clearing Agency has surrendered the Indenture Trustee of the typewritten printed Notes representing the Book-Entry Notes by and delivered the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes instructions to the Indenture Trustee Trustee, the Issuer will execute and the Indenture Trustee shall Trustee, on Issuer Request, will authenticate the Definitive Notes in accordance with according to the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall will be liable for any delay in delivery of such the instructions and may conclusively rely onrely, and shall will be protected in relying onrelying, such on the instructions. Upon On the issuance of Definitive NotesNotes to Note Owners, the Indenture Trustee shall will recognize the Holders holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Note Balances of such the Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Except for any Retained Notes, upon original issuance, will Notes (which shall be in the form of originally issued as Definitive Notes), but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If if (i) the Administrator Seller, the Owner Trustee or the Servicer Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Seller, the Owner Trustee or the Administrator is are unable to locate a qualified successor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller, the Indenture Trustee or the Administrator, at its option and to the extent permitted by law, advises each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% a majority of the principal amount Outstanding Amount of such the Notes of all Classes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Indenture Trustee, Issuer and Administrator shall not be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing. Interest and principal payments on the Definitive Notes on each Distribution Date will be made to the holders in whose names the related Definitive Notes, as applicable, were registered at the close of business on the related Record Date. Payments will be made by check mailed to the address of such holders as they appear on the Note Register, except that a Noteholder having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the Indenture Trustee at least five Business Days prior to the Distribution Date. The final payment on any Definitive Notes will be made only upon presentation and surrender of the Definitive Notes at the office or agency specified in the notice of final payment to Noteholders. From and after the Closing Date, the Holder of a Definitive Note (other than any Retained Note) and the Issuer may elect for such Note to be issued in the form of a Book-Entry Note provided the Clearing Agency is then willing and able to discharge its responsibilities with respect to the Book Entry Notes. In connection with such election, the Issuer and the Indenture Trustee shall upon Issuer Order execute, authenticate and deliver the Book-Entry Note and documents related thereto in accordance with the terms hereof and the Issuer Order.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If If (i) the Administrator or the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities properly with respect to the Bookbook-Entry entry Notes and the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor or successor, (ii) the Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository, or (iii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes aggregate Outstanding Amount advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such the Note Owners, then the Clearing Agency Depository shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such the event and of the availability of Definitive definitive Notes to Note Owners requesting the samethem. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Bookbook-Entry entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate and deliver the Definitive definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar Registrar, or the Indenture Trustee shall be liable for any delay in delivery of such the instructions and may conclusively rely on, and shall be protected in relying on, such the instructions. Upon On the issuance of Definitive definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ia) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (iib) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Termination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners Owners, the Administrator and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Depository Agreement, and the Administrator or the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, or (ii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of representing in the Book-Entry Notes representing beneficial interests aggregating not less aggregate more than 5150% of the principal amount Outstanding Amount of such all Classes of Notes advise the Indenture Trustee and through the Clearing Agency participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the related Note Owners, then the Clearing Agency Indenture Trustee shall notify all Note Owners and Owners, through the Indenture Trustee in writing of the occurrence of such event and Clearing Agency, of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing evidencing the Book-Book Entry Notes by the Clearing Agency, accompanied by registration instructionsinstructions from the Clearing Agency, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Depositor or the Administrator, at its option, with the consent of the Clearing Agency participants, advises the Indenture Trustee in writing that it elects to terminate the book-entry system, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes Notes, acting together as a single class, advise the Indenture Trustee and through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners Owners, the Administrator and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Indenture Trustee shall not be liable if a qualified successor Clearing Agency cannot be located. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing the Notes, as evidenced by their execution of the Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in In the form of Definitive Notes, but, at the request of all case of the holders thereof, may be exchanged for Book-Entry Notes. If , if (i) the Administrator Owner Trustee or the Servicer Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Book‑Entry Notes and the Indenture Owner Trustee or and the Administrator is are unable to locate a qualified successor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises each other such party in writing that it elects to terminate the book‑entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners owners of the Book-Entry Book‑Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes the Controlling Class of the Book- Entry Notes, advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry book‑entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Book‑Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. None of the Indenture Trustee, Issuer or Administrator shall be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Termination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners Owners, the Administrator and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If If (i) the Administrator or the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities properly with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor or successor, or (ii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount aggregate Outstanding Amount of such all Classes of Book-Entry Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such the Note Owners, then the Clearing Agency Depository shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such the event and of the availability of Definitive definitive Notes to Note Owners requesting the samethem. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate and deliver the Definitive definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar Registrar, or the Indenture Trustee shall be liable for any delay in delivery of such the instructions and may conclusively rely on, and shall be protected in relying on, such the instructions. Upon On the issuance of Definitive definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, Definitive Notes will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If issued only if: (i) the Administrator or the Servicer advises the Indenture Trustee in writing that (A) the Clearing Agency is no longer willing or able to properly discharge its responsibilities respon-sibilities with respect to the Book-Entry Notes and (B) the Indenture Trustee or the Administrator is unable not able to locate a qualified successor or successor; or (ii) after the occurrence of an Event of Default or an Event Default, owners of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount Note Balance of such a Class of Notes advise the Indenture Trustee and the Clearing Agency Participant through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners. In each case, the Indenture Trustee shall then notify Note Owners of the related Class of Notes through the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, Issuer at its own expense, expense shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as NoteholdersNoteholders hereunder.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and and, if requested by the Servicer, the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount aggregate Note Balance of such the Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository (or Percentage Interest of the Book-Entry Notes being transferred pursuant to clause (iii) above), accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ia) the Administrator or the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to the Book-Entry Global Notes and the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor successor, (b) the Issuer, at its sole option, elects to terminate the book-entry system through the Depository with respect to any or all Classes of Notes or (iic) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating (other than Bluegreen or an Affiliate thereof) evidencing not less than 5166-2/3% of the principal amount then Adjusted Note Balance of such Notes Class of Global Notes, advise the Indenture Trustee and the Clearing Agency Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Global Notes, through the Clearing Agency Depository is no longer in the best interests interest of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting Owners. Neither the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders hereunder. Upon the issuance of Definitive Notes, all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuing Entity shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form With respect to any Class or Classes of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If , if (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the such Class of Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-such Class of Book- Entry Notes representing evidencing beneficial interests aggregating not less than 51% a majority of the principal amount of such Notes Class advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Class of Note Owners, then the Clearing Agency shall notify all Note Owners of such Class and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to the Note Owners of the applicable Class requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes to Note Owners, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator Issuing Entity is unable to locate a qualified successor successor; (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes the Controlling Class advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuing Entity shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Issuing Entity represents that the Notes are of the type of debt instruments where payments under such debt instruments may be accelerated by reason of prepayments of other obligations securing such debt instruments.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default, a Servicer Default or an Event of Servicing TerminationAdministrator Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such the Notes advise the Indenture Trustee and the Clearing Agency (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Indenture Trustee shall cause the Clearing Agency shall to notify all Note Owners and Owners, through the Indenture Trustee in writing Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Securities Administrator or the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Securities Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Note Balance of such the Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing Securities Administrator of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee Securities Administrator of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee Securities Administrator shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or Registrar, the Indenture Trustee or the Securities Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee Securities Administrator shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form With respect to any Class or Classes of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If , if (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the such Class of Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the such Class of Book-Entry Notes representing evidencing beneficial interests aggregating not less than 51% a majority of the principal amount Note Balance of such Notes Class advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Class of Note Owners, then the Clearing Agency shall notify all Note Owners of such Class and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to the Note Owners of the applicable Class requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes to Note Owners, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) circumstances change so that the book-entry system through the Clearing Agency is less advantageous due to economic or administrative burden or the use of the book-entry system becomes unlawful with respect to the Notes or the Issuer notifies the Indenture Trustee in writing that because of the change in circumstances the Issuer is terminating the book-entry system with respect to the Notes or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Class of Notes advise the Indenture Trustee and the Clearing Agency (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners of such Note OwnersClass of Notes, then the Indenture Trustee will cause the Clearing Agency shall to notify all Note Owners and of such Class of Notes, through the Indenture Trustee in writing Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholdersthe Noteholders for such Class of Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form With respect to any Class or Classes of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If , if (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the such Class of Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-such Class of Book- Entry Notes representing evidencing beneficial interests aggregating not less than 51% a majority of the principal amount of such Notes Class advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Class of Note Owners, then the Clearing Agency shall notify all Note Owners of such Class and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to the Note Owners of the applicable Class requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes to Note Owners, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ia) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (iib) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Termination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners Owners, the Administrator and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Security Balances of such the Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer, at its own expense, Issuing Entity shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, Definitive Notes will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If issued only if: (i) the Administrator or the Servicer advises the Indenture Trustee in writing that (A) the Clearing Agency is no longer willing or able to properly discharge its responsibilities respon-sibilities with respect to the Book-Entry Notes and (B) the Indenture Trustee or the Administrator is unable not able to locate a qualified successor or successor; or (ii) after the occurrence of an Event of Default or an Event Default, owners of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such a Class of Notes advise the Indenture Trustee and the Clearing Agency Participant through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners. In each case, the Indenture Trustee shall then notify Note Owners of the related Class of Notes through the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, Issuer at its own expense, expense shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as NoteholdersNoteholders hereunder.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51at least 50% of the principal amount Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuing Entity shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Any Restricted Notes, upon original issuance, will be in the form of Definitive Notes; provided, buthowever, that at the request of all of the holders thereof, such Restricted Notes may be exchanged for Book-Entry Notes. If (ia) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (iib) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Termination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners Owners, the Administrator and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor successor, (ii) the Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Book-Entry Owners, then the Clearing Agency shall notify all Note Book-Entry Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Book-Entry Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Note Insurer or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders Owners of the Definitive Notes as NoteholdersOwners.

Definitive Notes. The Retained Class B Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders holder thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51at least 50% of the principal amount Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuing Entity shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Depositor or the Administrator, at its option, with the consent of the Clearing Agency participants, advises the Indenture Trustee in writing that it elects to terminate the book-entry system, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Termination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners Owners, the Administrator and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Indenture Trustee shall not be liable if a qualified successor Xxxxxx Agency cannot be located. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing the Notes, as evidenced by their execution of the Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount aggregate Note Balance of such the Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Book Entry Notes by the Clearing AgencyBook Entry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing Depositor determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator Depositor is unable to locate a qualified successor successor, (ii) the Depositor, with the prior consent of the Beneficial Owners, notifies the Indenture Trustee and the Depository that it has elected to terminate the book-entry system through the Depository, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount aggregate Term Note Balance of such the Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender by the Depository to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository (or Percentage Interest of the Book-Entry Notes being transferred pursuant to clause (iii) above), accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement, and the (B) Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes Modified Required Holders advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then the Clearing Agency Indenture Trustee shall notify all Note Owners and Noteholders of the Indenture Trustee in writing related Class or Classes of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as NoteholdersNoteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Retained Notes, upon original issuance, Definitive Notes will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If issued only if: (i) the Administrator or the Servicer advises the Indenture Trustee in writing that (a) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (b) the Indenture Trustee or the Administrator is unable not able to locate a qualified successor or successor; or (ii) after the occurrence of an Event of Default or an Event Default, owners of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount Note Balance of such a Class of Notes advise the Indenture Trustee and the Clearing Agency Participant through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners. In each case, the Indenture Trustee shall then notify Note Owners of the related Class of Notes through the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes or Notes representing the such Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the related Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the such Definitive Notes as Noteholders. If Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, the Issuer shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Noteholders (i) as of each Record Date, within five days thereafter and (ii) within 30 days after receipt by the Issuer of a request therefor.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. (a) If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Depository Agreement, and the Administrator or the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, or (ii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of representing in the Book-Entry Notes representing beneficial interests aggregating not less aggregate more than 5150% of the principal amount Note Balances of such all Classes of Notes advise the Indenture Trustee and through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the related Note Owners, then the Clearing Agency Indenture Trustee shall notify all Note Owners and Owners, through the Indenture Trustee in writing of the occurrence of such event and Clearing Agency, of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing evidencing the Book-Book Entry Notes by the Clearing Agency, accompanied by registration instructionsinstructions from the Clearing Agency, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders hereunder. (b) The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Retained Class A-1 Notes, upon original issuance, will be in the form of issued as Definitive Notes, but, at . In the request of all case of the holders thereof, may be exchanged for Book-Entry Notes. If , if (i) the Administrator Owner Trustee or the Servicer Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Owner Trustee or and the Administrator is are unable to locate a qualified successor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners owners of the Book-Entry Notes representing beneficial interests aggregating not less than at least 51% of the principal amount Outstanding Amount of such Notes the Book-Entry Notes, advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Indenture Trustee, Issuer and Administrator shall not be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. The Any Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuing Entity shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable within 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to locate a qualified successor terminate the book-entry system through that Clearing Agency or (iiiii) after the occurrence of an Event of Default, a Servicer Default or an Event of Servicing TerminationAdministrator Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such the applicable Notes advise the Indenture Trustee and the applicable Clearing Agency (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency is no longer in the best interests of such Note Owners, then the Indenture Trustee shall cause such Clearing Agency shall to notify all Note Owners and the Indenture Trustee in writing cleared, through such Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the a Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the such Clearing Agency, which shall include, without limitation, the identity and payment instructions for all Noteholders of the applicable Notes. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Plan subject to Section 406 of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Plan subject to a substantially Similar Law, a non-exempt violation of such substantially Similar Law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Depository Agreement, and the Administrator or the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, or (ii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of representing in the Book-Entry Notes representing beneficial interests aggregating not less aggregate more than 5150% of the principal amount Outstanding Amount of such all Classes of Notes advise the Indenture Trustee and through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the related Note Owners, then the Clearing Agency Indenture Trustee shall notify all Note Owners and Owners, through the Indenture Trustee in writing of the occurrence of such event and Clearing Agency, of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing evidencing the Book-Book Entry Notes by the Clearing Agency, accompanied by registration instructionsinstructions from the Clearing Agency, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Any Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuing Entity shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator Clearing Agency or the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee Clearing Agency or the Administrator Issuer is unable to locate a qualified successor successor, (ii) the Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form With respect to any Class or Classes of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If , if (ia) the Indenture Administrator or the Servicer advises notifies the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as depository for the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate reach an agreement on satisfactory terms with a qualified successor successor, (b) the Indenture Administrator notifies the Indenture Trustee that it elects to terminate the book-entry system through the Clearing Agency or (iic) after the occurrence of an Event of Default or an a Servicer Event of Servicing TerminationDefault, so long as any Book-Entry Notes are Outstanding, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% a majority of the principal amount Note Balance of such Notes advise the Controlling Class notify the Indenture Trustee and the Clearing Agency in writing that they elect to terminate the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note OwnersAgency, then the Clearing Agency shall will notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event election and of the availability of Definitive Notes to the Note Owners requesting Owners. After the same. Upon surrender to the Indenture Trustee of Clearing Agency has surrendered the typewritten Notes representing the Book-Entry Notes by and delivered the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes instructions to the Indenture Trustee Trustee, the Issuer will execute and the Indenture Trustee shall Trustee, upon Issuer Request, will authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall will be liable for any delay in delivery of such instructions and may conclusively rely onrely, and shall will be protected in relying onrelying, on such instructions. Upon the issuance of Definitive NotesNotes to Note Owners, the Indenture Trustee shall will recognize the Holders holders of the such Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement, and the (B) Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator or the Owner Trustee, as applicable, notifies the Clearing Agency of its intent to terminate the book-entry system through the Clearing Agency and requests a withdrawal of the Book-Entry Notes held by the Clearing Agency, and after receipt by the Clearing Agency Participants of an important notice issued by the Clearing Agency notifying the Clearing Agency Participants of such withdrawal request, the Clearing Agency Participants holding beneficial interests in the Book-Entry Notes agree to initiate such termination, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes Modified Required Holders advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then the Clearing Agency Indenture Trustee shall notify all Note Owners and Noteholders of the Indenture Trustee in writing related Class or Classes of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as NoteholdersNoteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the ---------------- Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default, a Servicer Default or an Event of Servicing TerminationAdministrator Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such the Notes advise the Indenture Trustee and the Clearing Agency (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Indenture Trustee shall cause the Clearing Agency shall to notify all Note Owners and Owners, through the Indenture Trustee in writing Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer Depositor advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Term Notes and the Indenture Trustee or the Administrator Depositor is unable to locate a qualified successor successor, (ii) the Depositor notifies the Depository of its intent to terminate the book-entry system and, upon receipt of a notice of intent from the Depository, the participants holding beneficial interest in the book-entry notes agree to initiate a termination or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Term Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Security Balances of such the Term Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Term Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Term Notes representing the Book-Entry Notes by the Clearing AgencyBook-Entry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Term Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. In addition, if an Event of Default has occurred and is continuing, each Beneficial Owner materially adversely affected thereby may at its option request a Definitive Note evidencing such Beneficial Owner's Percentage Interest in the related Class of Notes. In order to make such request, such Beneficial Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Note Registrar to exchange or cause the exchange of the Beneficial Owner's interest in such Class of Notes for an equivalent Percentage Interest in fully registered definitive form. Upon receipt by the Note Registrar of instructions from the Depository directing the Note Registrar to effect such exchange (such instructions to contain information regarding the Class of Notes and the Security Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Note, and any other information reasonably required by the Note Registrar), (i) the Note Registrar shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Security Balance of the Definitive Note, (ii) the Issuer shall execute and the Note Registrar shall authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Note evidencing such Beneficial Owner's Percentage Interest in such Class of Notes and (iii) the Issuer shall execute and the Note Registrar shall authenticate a new Book-Entry Note reflecting the reduction in the aggregate Security Balance of such Class of Notes by the amount of the Definitive Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes applicable Note Depository Agreement, and the (B) Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator or the Owner Trustee, as applicable, notifies the Clearing Agency of its intent to terminate the book-entry system through the Clearing Agency and requests a withdrawal of the Book-Entry Notes held by the Clearing Agency, and after receipt by the Clearing Agency Participants of an important notice issued by the Clearing Agency notifying the Clearing Agency Participants of such withdrawal request, the Clearing Agency Participants holding beneficial interests in the Book-Entry Notes agree to initiate such termination, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes Required Holders advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then the Clearing Agency Indenture Trustee shall notify all Note Owners and Noteholders of the Indenture Trustee in writing related Class or Classes of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as NoteholdersNoteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default, a Master Servicer Default or an Event of Servicing TerminationAdministrator Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Class of Notes advise the Indenture Trustee and the Clearing Agency (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners of such Note OwnersClass of Notes, then the Indenture Trustee will cause the Clearing Agency shall to notify all Note Owners and of such Class of Notes, through the Indenture Trustee in writing Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholdersthe Noteholders for such Class of Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If If: (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such the Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Clearing Agency shall has undertaken to notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the IssuerIssuer shall execute, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate authenticate, the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) (A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Depository Agreement and (B) none of the Indenture Trustee Trustee, the Transferor or the Administrator is unable able to locate a qualified successor or successor, (ii) the Administrator at its option, with the consent of the applicable Clearing Agency Participants, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or an Event of Servicing TerminationIndenture Default, Note Owners of representing in the Book-Entry Notes representing beneficial interests aggregating aggregate not less than 51% of the principal amount of such Notes Outstanding Amount advise the Indenture Trustee and through the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interests interest of such Note Owners, then the Clearing Agency Indenture Trustee shall be required to notify all Note Owners and Owners, through the Indenture Trustee in writing Clearing Agency, of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the typewritten Note or Notes representing the Book-Entry Notes by and the Clearing Agencyreceipt of instructions for re-registration, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the issue Definitive Notes in accordance with the instructions to Note Owners, who thereupon shall become Noteholders for all purposes of the Clearing Agencythis Indenture. None of the IssuerOwner Trustee, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall recognize be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the Holders officers executing such Notes, as evidenced by their execution of such Notes. If Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the Definitive Notes names and addresses of the Noteholders (i) as Noteholdersof each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form For any Class or Classes of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If , if (ia) the Indenture Administrator or the Servicer advises notifies the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as depository for the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate reach an agreement on satisfactory terms with a qualified successor successor, (b) the Indenture Administrator notifies the Indenture Trustee that it elects to terminate the book-entry system through the Clearing Agency or (iic) after the occurrence of an Event of Default or an a Servicer Event of Servicing TerminationDefault, so long as any Book-Entry Notes are Outstanding, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% a majority of the principal amount Note Balance of such Notes advise the Controlling Class notify the Indenture Trustee and the Clearing Agency in writing that they elect to terminate the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note OwnersAgency, then the Clearing Agency shall will notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event their election and of the availability of Definitive Notes to the Note Owners requesting Owners. After the same. Upon surrender to the Indenture Trustee of Clearing Agency has surrendered the typewritten Notes representing the Book-Entry Notes by and delivered the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes instructions to the Indenture Trustee Trustee, the Issuer will execute and the Indenture Trustee shall Trustee, on Issuer Request, will authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall will be liable for any delay in delivery of such the instructions and may conclusively rely onrely, and shall will be protected in relying onrelying, such on the instructions. Upon On the issuance of Definitive NotesNotes to Note Owners, the Indenture Trustee shall will recognize the Holders holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Note Principal Balances of such the Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing Terminationhereunder, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Balance of such the Book-Entry Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note OwnersOwners and the Clearing Agency consents, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing Note Registrar of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee Note Registrar of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee Note Registrar shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, Trust Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee and the Trust Administrator shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator Depositor is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing Terminationhereunder, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% [50]% of the principal amount Outstanding Balance of such the Book-Entry Notes advise the Indenture Trustee Clearing Agency and the Clearing Agency Trust Administrator in writing that the continuation of a book-book entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Trust Administrator shall direct the Clearing Agency shall to notify all Note Owners and the Indenture Trustee in writing Note Registrar of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the samefor their Book-Entry Notes. Upon surrender to the Indenture Trustee Note Registrar of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee Note Registrar shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, Trust Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee and the Trust Administrator shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such the Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuing Entity shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will Each Variable Pay Revolving Note shall be in the form of issued as a Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry NotesNote. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Term Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository, (iii) the Indenture Trustee receives actual knowledge of a proposed transfer of a Term Note to an "accredited investor" in accordance with Section 4.02 and Exhibit C hereof, or (iiiv) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Beneficial Owners of the Book-Entry Term Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount aggregate Term Note Balance of such the Term Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Term Notes representing the Book-Entry Notes by the Clearing AgencyDepository (or Percentage Interest of the Book-Entry Notes being transferred pursuant to clause (iii) above), accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. (a) If (a) (i) the Administrator or the Servicer advises the Indenture Trustee Issuer in writing that the Clearing Agency DTC is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Book-Entry Notes and (ii) the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor successor, (b) the Servicer, at its option, advises the Issuer in writing that it elects to terminate the book-entry system with respect to the Notes or (iic) after the occurrence of an "Event of Default Default" under this Indenture or an Event of a default by the Servicer under the Assignment and Servicing TerminationAgreement, Note Owners of the Book-Entry Notes representing beneficial interests aggregating Noteholders evidencing not less than 51% a majority of the principal amount aggregate unpaid Outstanding Principal Amount of such the Notes advise the Indenture Trustee and the Clearing Agency Issuer in writing that the continuation of a book-entry system through with respect to the Clearing Agency Notes is no longer in the best interests of such the Note Owners, then the Clearing Agency Issuer shall notify the Trustee and all Note Owners and through the Indenture Trustee in writing Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the sameNotes. Upon surrender to the Indenture Trustee by DTC of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyNotes, accompanied by registration instructionsand transfer instructions from DTC for registration, the Issuer, at its own expense, Issuer shall execute and deliver the reissue such Notes as Definitive Notes to the Indenture Trustee and the Indenture Trustee Noteholders. The Issuer shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, as the Indenture Trustee case may be, all references herein to obligations imposed upon or to be performed by DTC shall be deemed to be imposed upon and performed by the Issuer, to the extent applicable with respect to such Definitive Notes, and the Issuer shall recognize the Holders holders of the relevant Definitive Notes as NoteholdersNoteholders hereunder. (b) Definitive Notes will not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ia) the Administrator or the Servicer Seller advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and the Indenture Trustee or the Administrator Seller is unable to locate a qualified successor successor, (b) Seller at its option advises Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iic) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such the Notes advise the Indenture Trustee and through the Clearing Agency in writing that the continuation of a book-book entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) (a) the Administrator or the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as Clearing Agency or Foreign Clearing Agency with respect to the Book-Entry Notes of a given Series and (b) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor successor, (ii) the Issuer, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Series or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Beneficial Owners aggregating a majority of the Book-Entry Notes representing beneficial interests aggregating not less than 51% Outstanding Amount of the principal amount Notes of such Notes Series advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Beneficial Owners of such Note OwnersSeries, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing shall notify (with a copy to the Transfer Agent and Registrar) all Beneficial Owners of such Series of the occurrence of such event and of the availability of Definitive Notes to Note Beneficial Owners of such Series requesting the same. Upon surrender to the Indenture Trustee Transfer Agent and Registrar of the typewritten Notes representing of such Series accompanied by registration instructions from the Book-Entry Notes by the applicable Clearing Agency or Foreign Clearing Agency, accompanied by registration instructionsthe Issuer shall execute, and the IssuerAuthentication Agent shall authenticate and deliver, at its own expense, shall execute and deliver the Definitive Notes to of such Series and shall recognize the Indenture Trustee and the Indenture Trustee shall authenticate the registered holders of such Definitive Notes in accordance with as Noteholders under this Indenture. Neither the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee and the Paying Agent shall recognize the Holders registered holders of the Definitive Notes of such Series as NoteholdersNoteholders of such Series hereunder. Definitive Notes will be transferable and exchangeable at the offices of the Transfer Agent and Registrar.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. (a) If (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, the Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% a majority of the principal amount Outstanding Amount of such a Class of Notes advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the related Note Owners, then the Clearing Agency Trustee shall notify all Note Owners and of the Indenture Trustee in writing related Class of Notes, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders hereunder. The Trustee shall not be liable if the Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. (a) If (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, the Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% a majority of the principal amount Outstanding Amount of such a Class of Notes advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the related Note Owners, then the Clearing Agency Trustee shall notify all Note Owners and of the Indenture Trustee in writing related Class of Notes, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders hereunder. The Trustee shall not be liable if the Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement, and the (B) Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes Noteholders representing beneficial interests aggregating not less than 5166 2/3% of the principal amount Outstanding Amount of such Class of Notes advise advises the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then the Clearing Agency Indenture Trustee shall notify all Note Owners and Noteholders of the Indenture Trustee in writing related Class of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as NoteholdersNoteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator DTC or the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-–Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-–Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Book–Entry Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry Book–Entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-–Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained With respect to the Classes of Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If if (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement, and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iiiii) after the occurrence of an Event of Default or an Event Default, Holders of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 5166 2/3% of the principal amount Outstanding Amount of such Class of Notes advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then the Clearing Agency Indenture Trustee shall notify all Note Owners and Noteholders of the Indenture Trustee in writing related Class or Classes of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Owner Trustee, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. Definitive Notes shall be prepared at the expense of the Servicer and shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer Depositor advises the Indenture Trustee Securities Administrator in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator Depositor is unable to locate a qualified successor within 30 days or (ii) after the occurrence of an Event of Default or an Event of Servicing TerminationDepositor, Note Owners at its option (with the consent of the Book-Entry Notes representing beneficial interests aggregating Securities Administrator, such consent not less than 51% of to be unreasonably withheld) elects to terminate the principal amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note OwnersDepository, then the Clearing Agency Securities Administrator shall request that the Depository notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee Securities Administrator of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee Securities Administrator shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee Securities Administrator shall recognize the Holders of the Definitive Notes as Noteholders. In addition, if an Event of Default has occurred and is continuing, each Note Owner materially adversely affected thereby may at its option request a Definitive Note evidencing such Noteholder's interest in the related Class of Notes. In order to make such request, such Noteholder shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Noteholder's interest in such Class of Notes for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Notes and the Note Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Note, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Note Principal Balance of the Definitive Note, (ii) the Securities Administrator shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Note evidencing such Noteholder's interest in such Class of Notes and (iii) the Securities Administrator shall execute and authenticate a new Book-Entry Note reflecting the reduction in the Note Principal Balance of such Class of Notes by the amount of the Definitive Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount aggregate Note Balance of such the Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyBook-Entry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator Seller, the Owner Trustee or the Servicer Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Seller, the Owner Trustee or and the Administrator is are unable to locate a qualified successor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller, the Indenture Trustee or the Administrator at its option advises each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% a majority of the principal amount Outstanding Amount of such the Notes of all Classes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Indenture Trustee, Issuer and Administrator shall not be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer Depositor advises the Indenture Trustee Securities Administrator in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator Depositor is unable to locate a qualified successor within 30 days or (ii) after the occurrence of an Event of Default or an Event of Servicing TerminationDepositor, Note Owners at its option (with the consent of the Book-Entry Notes representing beneficial interests aggregating Securities Administrator, such consent not less than 51% of to be unreasonably withheld) elects to terminate the principal amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note OwnersDepository, then the Clearing Agency Securities Administrator shall request that the Depository notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee Securities Administrator of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee Securities Administrator shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee Securities Administrator shall recognize the Holders of the Definitive Notes as Noteholders. In addition, if an Event of Default has occurred and is continuing, each Note Owner materially adversely affected thereby may at its option request a Definitive Note evidencing such Noteholder's interest in the related Class of Notes. In order to make such request, such Noteholder shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Noteholder's interest in such Class of Notes for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Notes and the Note Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Note, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Note Principal Balance of the Definitive Note, (ii) the Securities Administrator shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Note evidencing such Noteholder's interest in such Class of Notes and (iii) the Issuer shall execute and the Securities Administrator shall authenticate a new Book-Entry Note reflecting the reduction in the Note Principal Balance of such Class of Notes by the amount of the Definitive Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes applicable Note Depository Agreement, and the (B) Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator or the Owner Trustee, as applicable, notifies the Clearing Agency of its intent to terminate the book-entry system through the Clearing Agency and requests a withdrawal of the Book-Entry Notes held by the Clearing Agency, and after receipt by the Clearing Agency Participants of a notice issued by the Clearing Agency notifying the Clearing Agency Participants of such withdrawal request, the Clearing Agency Participants holding beneficial interests in the Book-Entry Notes agree to initiate such termination, or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes Required Holders advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then the Clearing Agency Indenture Trustee shall notify all Note Owners and Noteholders of the Indenture Trustee in writing related Class or Classes of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and all such persons may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as NoteholdersNoteholders hereunder. The Indenture Trustee shall not be liable for any failure by the Indenture Trustee or the Administrator to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be Each Paying Agent shall make available to Noteholders during the period specified in the form of Definitive Notes, but, Condition 8.4 (Redemption and Purchase - Redemption at the request option of all Noteholders) of the holders thereof, may be exchanged Senior Conditions for Book-Entry Notesthe deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Upon receipt by a Paying Agent of a duly completed Put Option Notice and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the relevant Definitive Notes in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the instructions option of Noteholders) of the Clearing Agency. None Senior Conditions, such Paying Agent shall notify the Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the IssuerNotes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note becomes immediately due and payable or upon due presentation of such Definitive Note payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note Registrar or at its Specified Office for collection by the Indenture Trustee depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be liable for any delay in delivery deemed to be the bearer of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNote for all purposes.

Definitive Notes. The Retained NotesOn the Closing Date, upon original issuance, all of the Class A-1 Notes will be issued in physical form as the form of Definitive Notes, but, at in the request form of all Exhibit A-1 hereto and registered in the name of the holders thereofDepositor. The Class A-2 Notes, may the Class A-3 Notes and the Class A-4 Notes will be exchanged for issued on the Closing Date as Book-Entry Notes. If ; however, if at anytime, (ii)(A) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee or nor the Administrator is unable able to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then then, in each case, the Clearing Agency Indenture Trustee shall notify all Note Owners and of the Indenture Trustee in writing related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive NotesNotes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders hereunder. Subsequent Noteholders of the Class A-1 Notes that are unaffiliated with the Depositor shall have the right, but at such Noteholders sole cost and expense, to request that the Class A-1 Notes be converted to Book Entry Notes and the Issuer, the Indenture Trustee, the Administrative Agent and the Depositor agree to cooperate and use reasonable efforts to effect such conversion.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51at least 50% of the principal amount Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Issuer, the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. (a) The Retained Notes of any Series of Notes, to the extent provided in the related Indenture Supplement, upon original issuance, will may be issued in the form of Definitive Notes, but, at . The applicable Indenture Supplement shall set forth the request of all of legend relating to the holders thereof, restrictions on transfer applicable to such Definitive Notes and such other restrictions as may be exchanged for Book-Entry Notes. applicable. (b) If (i) (A) the Administrator or the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities with respect to under the Book-Entry Notes applicable Depository Agreement, and (B) the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor successor, (ii) the Issuer, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series of Notes or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Terminationa Servicer Default, Note Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% a Majority in Interest of the principal amount a Series of such Notes advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of such Note Beneficial Owners, then the Clearing Agency Indenture Trustee shall notify all Note Beneficial Owners and of such Series, through the Indenture Trustee in writing applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners of such Series requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes of such Series by the applicable Clearing Agency, accompanied by registration instructionsinstructions from the applicable Clearing Agency for registration, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver the Definitive Notes in accordance with the instructions of the Clearing Agency. None of Neither the Issuer, the Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee shall recognize the Holders of the Definitive Notes of such Series as NoteholdersNoteholders of such Series hereunder.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Term Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository, (iii) the Indenture Trustee receives actual knowledge of a proposed transfer of a Term Note to an "accredited investor" in accordance with Section 4.02 and Exhibit C hereof, or (iiiv) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Beneficial Owners of the Book-Entry Term Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount aggregate Term Note Balance of such the Term Notes advise the Indenture Trustee and the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then the Clearing Agency Depository shall notify all Note Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Term Notes representing the Book-Entry Notes by the Clearing AgencyDepository (or Percentage Interest of the Book-Entry Notes being transferred pursuant to clause (iii) above), accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) (A) the Administrator or the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency or the Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities with respect to under the Book-Entry Notes applicable Depository Agreement, and (B) the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor successor, (ii) the Issuer, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or the Foreign Clearing Agency with respect to any Series or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% a Majority in Interest of the principal amount a Series of such Investor Notes advise the Indenture Trustee and the applicable Clearing Agency or the Foreign Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or Foreign Clearing Agency is no longer in the best interests of such Note Beneficial Owners, then the Clearing Agency Indenture Trustee shall notify all Note Beneficial Owners and of such Series, through the Indenture Trustee in writing applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners of such Series requesting the same. Upon surrender to the Indenture Trustee of the typewritten Investor Notes representing the Book-Entry Notes of such Series by the applicable Clearing Agency or the Foreign Clearing Agency, accompanied by registration instructionsinstructions from the applicable Clearing Agency or the applicable Foreign Clearing Agency for registration, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver the Definitive Notes in accordance with the instructions of the Clearing Agency. None of Neither the Issuer, the Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee shall recognize the Holders of the Definitive Notes of such Series as NoteholdersNoteholders of such Series hereunder.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (ia) the Administrator or the Servicer Depository advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing willing, qualified or able to properly discharge its responsibilities as Depository with respect to the Book-Entry Global Notes and the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor successor, or (iib) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating evidencing not less than 5166-2/3% of the principal amount Adjusted Note Balance of such Notes Class of Notes, advise the Indenture Trustee and the Clearing Agency Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Notes, respectively, through the Clearing Agency Depository is no longer in the best interests interest of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyOwners. None of the Issuer, the Note Registrar Indenture Trustee or the Indenture Trustee Servicer shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders hereunder. Upon the issuance of Definitive Notes, all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged If for any Notes issued as Book-Entry Notes. If (i) , the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry such Notes and the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownerssuccessor, then the Clearing Agency Depository shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Note such Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes or Notes representing the such Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the related Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Administrator, the Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of such Definitive Notes, the Indenture Trustee shall recognize the Holders of the such Definitive Notes as Noteholders. The Indenture Trustee shall not be liable if the Administrator or the Indenture Trustee is unable to locate a qualified successor Depository. If Definitive Notes are issued and the Indenture Trustee is not the Registrar, the Issuer shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Noteholders (i) as of each Record Date, within five (5) days thereafter and (ii) within thirty (30) days after receipt by the Issuer of a request therefor.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or an Event of Servicing TerminationDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% at least a majority of the principal amount of such Outstanding Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners Owners[, the Securities Insurer] and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, Issuer shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar[, the Securities Insurer] or the Indenture Trustee shall be liable for any delay in delivery of such instructions and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.