Common use of Definitive Notes Clause in Contracts

Definitive Notes. If (i) the 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 Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Event, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise 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, the Administrator and the Indenture Trustee 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 shall execute 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, 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. If (i) the Securities Administrator 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 Securities Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balance of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order Securities Administrator shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator Indenture Trustee 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.

Definitive Notes. If (ia) the 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 Administrator is unable to locate a qualified successor or (iib) after the occurrence of an Event of Default or a Servicer Termination Event, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise 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, the Administrator and the Indenture Trustee 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 shall execute 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, 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount aggregate Note Balance of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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) If (a) (i) the Administrator 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 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 a default by the Servicer Termination Eventunder the Assignment and Servicing Agreement, Owners of the Book-Entry Notes representing beneficial interests aggregating at least Noteholders evidencing not less than a majority of the aggregate unpaid Outstanding Principal Amount of such the Notes advise 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 OwnersOwners through the Clearing Agency, the Administrator and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the reissue such Notes as Definitive Notes in accordance with to the written instructions of the Clearing AgencyNoteholders. None of the Issuer, the Note Registrar, the Administrator or the Indenture Trustee The Issuer 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.

Definitive Notes. (a) If (i) the 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 as described in the Book-Entry Notes Depository Agreement, and the Administrator or the Indenture Trustee is unable to locate a qualified successor successor, or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Note Owners representing in the aggregate more than 50% of the Book-Entry Notes representing beneficial interests aggregating at least a majority Note Balances of the Outstanding Amount all Classes of such Notes advise the Indenture Trustee 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, through the Administrator and the Indenture Trustee of the occurrence of any 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Servicer is unable to locate a qualified successor successor, (ii) the Servicer 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Trustee 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 Note Owners, then the Clearing Agency shall notify all Note Owners, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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. If (i) the Administrator 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 Administrator Servicer is unable to locate a qualified successor successor, (ii) the Servicer 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Trustee 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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. If (i) the 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 Administrator Depositor is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Eventhereunder, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority not less than [50]% of the Outstanding Amount Balance of such the Book-Entry Notes advise the Clearing Agency and the 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, the Administrator Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order Note Registrar shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the 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. If (i) DTC or the Administrator 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 Administrator Indenture Trustee is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Owners of the Book-–Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Book–Entry Notes advise 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the 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 Administrator Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Eventhereunder, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of such the Book-Entry Notes advise 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, the Administrator Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order Note Registrar shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Principal Balances of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount aggregate Note Balance of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (ia) the Administrator 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 Administrator Issuer is unable to locate a qualified successor successor, or (iib) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Note Owners evidencing not less than 66-2/3% of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Adjusted Note Balance of such Notes Class of Notes, advise the Clearing Agency Indenture Trustee and the 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, the Administrator and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyOwners. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator advises the Indenture Trustee in writing Issuer 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 Administrator Indenture Trustee is unable to locate a qualified successor successor, (ii) the Issuer elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Owners Holders of the Book-Entry Notes representing beneficial interests aggregating security entitlements to at least a majority of the Outstanding Amount Note Balances of such the Notes advise the Clearing Agency Depository (with a copy to the Indenture Trustee) 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the sameBeneficial Owners. Upon surrender to the Indenture Trustee of the typewritten Notes representing constituting the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount aggregate Note Balance of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the 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 Administrator Issuer 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Class advise 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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. If (i) the Administrator 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 Offered Notes and the Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes aggregate Offered Note Balance advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 Offered Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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 such Definitive Notes as Offered Noteholders.

Definitive Notes. If (i) the 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 Administrator Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of such the Book-Entry Notes advise 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 Issuing Entity shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the IssuerIssuing Entity, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute 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, 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

Definitive Notes. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of such the Notes advise the Clearing Agency Depository in writing that the continuation of a book-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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount aggregate Note Balance or Notional Amount, as applicable, of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the 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 Administrator Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Rapid Amortization Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of such the Book-Entry Notes advise 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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. If (i) the 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 Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Master Servicer Termination Event, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise 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, the Administrator and the Indenture Trustee 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 shall execute 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, 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. If (i) the Administrator 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 Offered Notes and the Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes aggregate Offered Note Balance advise 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, the Administrator Enhancer and the Indenture Trustee 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 Offered Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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 such Definitive Notes as Offered Noteholders.

Definitive Notes. If (i) the Administrator 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 Notes, and the Administrator Issuer is unable to locate a qualified successor successor, (ii) to the extent permitted by law, the Issuer, 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 a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of Majority Holders advise the Outstanding Amount of such Notes advise Issuer 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, the Administrator Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the sameOwners. Upon surrender to the Indenture Trustee of the typewritten word-processed Note or Notes representing the Book-Entry Global Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute 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, the Administrator 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 of the such Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator 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 Offered Notes and the Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes aggregate Offered Note Balance advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 Offered Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the IssuerIssuing Entity, the Note Registrar, the Administrator 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 such Definitive Notes as Offered Noteholders.

Definitive Notes. If (ia) the Administrator 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 Administrator Servicer is unable to locate a qualified successor successor, (b) the Servicer 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise Indenture Trustee 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, the Administrator Owners and the Indenture Trustee 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 Owner Trustee shall execute 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 IssuerOwner Trustee, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Servicer is unable to locate a qualified successor successor, (ii) the Servicer 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Trustee 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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 NoteholdersNote-holders.

Definitive Notes. If (i) the Administrator 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 Notes, and the Administrator Issuer is unable to locate a qualified successor successor, or (ii) to the extent permitted by law, the Issuer, at its option advises the 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 a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of Majority Holders advise the Outstanding Amount of such Notes advise Issuer 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, the Administrator Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the sameOwners. Upon surrender to the Indenture Trustee of the typewritten word-processed Note or Notes representing the Book-Entry Global Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute 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, the Administrator 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 of the such Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator Depositor 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 Administrator Depositor or the Indenture Trustee is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Eventan Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise 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, the Administrator Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee Note Registrar 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, the Administrator 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 and the Note Registrar shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator 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 Administrator Indenture Trustee is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 Issuing Entity shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the IssuerIssuing Entity, the Note Registrar, the Administrator 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. If (i) the 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 Administrator Issuing Entity is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Eventhereunder, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of such the Book-Entry Notes advise 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, the Administrator Owners and the Indenture Trustee 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 Issuing Entity shall execute and the Indenture Trustee upon an Issuer Order Note Registrar shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar, the 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. If (i) the 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 Administrator Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Eventhereunder, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of such the Book-Entry Notes advise 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 OwnersOwners of Book-Entry Notes, the Administrator and the Indenture Trustee and the Note Registrar of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of Book-Entry Notes 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 shall execute and the Indenture Trustee upon an Issuer Order Note Registrar shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note 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 such Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises the Indenture Trustee in writing Issuer 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 Administrator Issuer is unable to locate a qualified successor successor, (ii) the Issuer elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Owners Holders of the Book-Entry Notes representing beneficial interests aggregating security entitlements to at least a majority of the Outstanding Amount Note Balances of such the Notes advise the Clearing Agency Depository (with a copy to the Indenture Trustee) 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the sameBeneficial Owners. Upon surrender to the Indenture Trustee of the typewritten Notes representing constituting the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able properly to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and 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 Depository or (iiiii) after the occurrence of an Event of Default or Default, a Servicer Termination Event, Owners of Note Majority advises the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Clearing Agency Depository in writing that the continuation of a book-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, the Administrator Owners and the Indenture Trustee 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 AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Security Balances of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order Note Registrar shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator advises Depository notifies the Indenture Trustee in writing Issuing Entity that the Clearing Agency it is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Offered Notes and the Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Offered Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Principal Balances of such the Offered Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 any such Note representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the IssuerIssuing Entity, the Note Registrar, the Administrator 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. If (i) in the Administrator advises actual knowledge of Responsible Officers of the Indenture Trustee in writing that or the Clearing Agency Paying Agent the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Administrator Indenture Trustee, the Paying Agent or Depositor is unable to locate a qualified successor or successor, (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balance of such the Notes advise 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, the Administrator Paying Agent and the Indenture Trustee 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 Note Registrar of the typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note RegistrarPaying Agent, the Administrator 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 Trustee, the Note Registrar and the Paying Agent shall recognize the Holders Noteholders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the 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 Administrator Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Eventhereunder, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of such the Book-Entry Notes advise 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, the Administrator Owners of Book-Entry Notes and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of Book-Entry Notes 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 shall execute 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, the Administrator 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 such Definitive Notes as Noteholders.

Definitive Notes. If (i) the 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 of a Series and the Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that, for such Series, it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise 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, the Administrator Owners of that Series and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes of that Series in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator 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 that Series, the Indenture Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders of that Series.

Definitive Notes. If (i) the Administrator Sponsor 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 Administrator Sponsor is unable to locate a qualified successor successor, (ii) the Sponsor 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 a Event of Default or a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Indenture Trustee 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, the Administrator Owners and the Indenture Trustee 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 Trust shall execute 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 IssuerTrust, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Servicer is unable to locate a qualified successor successor, (ii) the Servicer 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Trustee 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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 NoteholdersNote- holders.

Definitive Notes. If (i) the 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 Administrator Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Rapid Amortization Trigger Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Book-Entry Notes advise 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, the Administrator Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of the Notes 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 shall execute 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, the Administrator 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) If (i) the 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 as described in the Book-Entry Notes Depository Agreement, and the Administrator or the Indenture Trustee is unable to locate a qualified successor successor, or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of Majority Controlling Noteholders advise the Outstanding Amount of such Notes advise Indenture Trustee 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, through the Administrator and the Indenture Trustee of the occurrence of any such event and Clearing Agency, of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee Note Registrar of the typewritten Note or Notes representing evidencing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructionsinstructions from the Clearing Agency, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator 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. (a) If (i) the 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 as described in the Book-Entry Notes Depository Agreement, and the Administrator or the Indenture Trustee is unable to locate a qualified successor successor, or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of Controlling Party advises the Outstanding Amount of such Notes advise Indenture Trustee 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, through the Administrator and the Indenture Trustee of the occurrence of any 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator 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. If (i) in the Administrator advises actual knowledge of a Responsible Officer of 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 Administrator Indenture Trustee is unable to locate a qualified successor or successor, (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balance of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (ia) the Administrator 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 Notes that are Book-Entry Notes Notes, and the Administrator Seller is unable to locate a qualified successor or (iib) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes that are Book-Entry Notes advise Indenture Trustee 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 related Note Owners, then the Clearing Agency shall notify all related Note Owners, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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 such Definitive Notes, the Indenture Trustee shall recognize the Holders of the such Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator 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 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 a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Security Balances of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the bookentry system through the Depository or (iiiii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount aggregate Note Balance or Notional Amount, as applicable, of such the Notes advise the Clearing Agency Depository in writing that the continuation of a book-entry bookentry 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 BookEntry Notes by the Clearing AgencyBookEntry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of such the Notes advise the Clearing Agency Depository in writing that the continuation of a book-entry bookentry 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes Majority Noteholders advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Notes, and the Administrator Issuer is unable to locate a qualified successor successor, or (ii) the Issuer, at its option advises the 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Aggregate Principal Amount of such the Notes advise the Issuer 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, the Administrator Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the sameOwners. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Global Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute 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, the Administrator 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.such

Definitive 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 a Servicer Termination Eventan Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority not less than 51% of the Outstanding Amount 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, the Administrator Owners and the Indenture Trustee 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 Note representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute 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, 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

Definitive Notes. If (ia) the 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 Administrator is unable to locate a qualified successor or (iib) after the occurrence of an Event of Default or a Servicer Termination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise 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, the Administrator and the Indenture Trustee 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 shall execute 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, 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.. 16 (2013-A Indenture)

Definitive Notes. If (i) the Administrator 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 Notes, and the Administrator Issuer is unable to locate a qualified successor successor, or (ii) the Issuer, at its option advises the 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Aggregate Principal Amount of such the Notes advise the Issuer 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, the Administrator Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the sameOwners. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Global Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute 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, the Administrator 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 of the such Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes aggregate Term Note Balance advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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 such Definitive Notes as Term Noteholders.

Definitive Notes. If (i) the 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-Book Entry Notes and the Administrator Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Eventhereunder, Note Owners of the Book-Book Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of such the Book Entry Notes advise 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 Note OwnersOwners and the Clearing Agency consents, then the Clearing Agency shall notify all Note Owners, the Administrator Owners and the Indenture Trustee 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-Book Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order Note Registrar shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the 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. If (i) the Administrator 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 Administrator Servicer is unable to locate a qualified successor successor, (ii) the Servicer at its option (with prior written notice to the Insurer) 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, the Insurer (if no Insurer Default shall have occurred and is continuing) or a Servicer Termination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes Note Balance (if an Insurer Default shall have occurred and is continuing) advise the Indenture Trustee 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 Insurer or the Note Owners, as the case may be, then the Clearing Agency shall notify all Note Owners, the Administrator Owners and the Indenture Trustee 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 shall execute 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, 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. If (i) the 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 as described in the Book-Entry Notes Depository Agreement, and the Administrator or the Indenture Trustee is unable to locate a qualified successor successor, or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Note Owners of representing in the Book-Entry Notes representing beneficial interests aggregating at least a majority aggregate more than 50% of the Outstanding Amount of such all Classes of Notes advise the Indenture Trustee 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, through the Administrator and the Indenture Trustee of the occurrence of any 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator 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.such

Definitive Notes. If (ia) the 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 Administrator is unable to locate a qualified successor or (iib) after the occurrence of an Event of Default or a Servicer Termination Event, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise 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, the Administrator and the Indenture Trustee 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 shall execute 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, 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.. 20[__]-[ ] Indenture)

Definitive Notes. If (i) the Administrator 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 Offered Notes and the Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes aggregate Offered Note Balance advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 Offered Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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 such Definitive Notes as Offered Noteholders.

Definitive Notes. (a) If (i) the Administrator advises Issuer notifies 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 or ceases to be a "clearing agency" registered under the Exchange Act, and the Administrator Issuer is unable to locate a qualified successor within 90 days or (ii) after the occurrence of an Event of Default or a Servicer Termination EventControlling Party, Owners of at its sole option, advises the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise Trustee 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, the Administrator Owners and the Indenture Trustee 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 Rule 144A Global Note by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate and deliver the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator 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 Definitive Notes as Noteholders.

Definitive Notes. (a) If (i) the 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 as described in the Book-Entry Notes Depository Agreement, and the Administrator or the Indenture Trustee is unable to locate a qualified successor successor, or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Note Owners representing in the aggregate more than 50% of the Book-Entry Notes representing beneficial interests aggregating at least a majority Note Balances of the Outstanding Amount all Classes of such Notes advise the Indenture Trustee 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, through the Administrator and the Indenture Trustee of the occurrence of any 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-Entry Notes by the Clearing Agency, accompanied by registration instructionsinstructions from the Clearing Agency, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Servicer is unable to locate a qualified successor successor, (ii) the Servicer 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Notes, with the prior written consent of the Note Insurer, advise the Trustee 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, the Administrator Note Insurer and the Indenture Trustee 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 shall execute 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, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of such the Notes (with the consent of the Note Insurer, so long as no Note Insurer Default exists) advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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) If (a) (i) the Administrator 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 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 a default by the Servicer Termination Eventunder the Assignment and Servicing Agreement, Owners of the Book-Entry Notes representing beneficial interests aggregating at least Noteholders evidencing not less than a majority of the aggregate unpaid Outstanding Principal Amount of such the Notes advise 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 in writing and all Note OwnersOwners through the Clearing Agency, the Administrator and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the reissue such Notes as Definitive Notes in accordance with to the written instructions of the Clearing AgencyNoteholders. None of the Issuer, the Note Registrar, the Administrator or the Indenture Trustee The Issuer 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.

Definitive Notes. If (ia) the Administrator 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 Administrator Issuer is unable to locate a qualified successor or (iib) after the occurrence of an Indenture Event of Default or a Servicer Termination EventDefault, Owners Noteholders of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of such the Book-Entry Notes advise 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 OwnersNoteholders, then the Clearing Agency Depository shall notify all Note OwnersNoteholders, the Note Registrar, the Securities Administrator and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners Noteholders 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 shall execute and the Indenture Trustee upon receipt of an Issuer Order the Note Registrar shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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 and the Note Registrar shall recognize the Holders holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) (a) the Administrator 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 Class and (b) the Administrator is unable to locate and reach an agreement on satisfactory terms with 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 Foreign Clearing Agency with respect to such Class or (iiiii) after the occurrence of a Servicer Default or an Event of Default or a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes of such Notes Class 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 OwnersClass, then the Clearing Agency Indenture Trustee shall notify all Note Owners, the Administrator and the Indenture Trustee Beneficial Owners of such Class of the occurrence of any such event and of the availability of Definitive Notes to Note Beneficial Owners of such Class requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agencyof such Class, accompanied by registration instructionsinstructions from the applicable Clearing Agency, the Issuer shall execute 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, 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.Trustee

Definitive Notes. If (i) the 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 Administrator Issuing Entity is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of such the Book-Entry Notes advise 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, the Administrator Owners and the Indenture Trustee 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 Issuing Entity shall execute 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 IssuerIssuing Entity, the Note Registrar, the Administrator 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. If (i) the Administrator 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 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 Depository, or (iiiii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority not less than 51% of the aggregate Outstanding Amount of such Notes advise 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, the Administrator Owners and the Indenture Trustee of the occurrence of any 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate and deliver the Definitive definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able properly to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and 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 Depository or (iiiii) after the occurrence of an Event of Default or Default, a Servicer Termination Event, Owners of Note Majority advises the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise 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, the Administrator Owners and the Indenture Trustee 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 AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the 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 Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Event, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise 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, the Administrator and the Indenture Trustee 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 shall execute 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 Insurer, the Note 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. If (i) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and 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 that Clearing Agency or (iiiii) after the occurrence of an Event of Default, a Servicer Default or a Servicer Termination Eventan Administrator Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise 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 the Note Owners, then the Indenture Trustee shall cause such Clearing Agency shall to notify all Note OwnersOwners cleared, the Administrator and the Indenture Trustee 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 shall execute 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, 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.shall

Definitive Notes. If (i) the Administrator Depository 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 Notes, and the Administrator Servicer is unable to locate a qualified successor successor, (ii) the Servicer 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 a Servicer Event of Default or a Servicer Termination EventDefault, Owners Holders of the Book-Entry Notes representing beneficial interests aggregating at least entitled to a majority of the Outstanding Amount of such Notes Voting Rights advise the Clearing Agency Indenture Trustee through the Depository in writing that the continuation of a book-book entry system through the Clearing Agency Depository is no longer in the best interests of such the Note Owners, then the Clearing Agency Indenture Trustee shall notify all Note Owners, the Administrator and the Indenture Trustee Owners 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 AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Security Balances of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Servicer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Trustee 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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. If Except for Retained Notes (which shall be originally issued as Definitive Notes) if (i) the Seller, the Owner Trustee or the 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 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, 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.same 17

Definitive Notes. If (i) the Administrator Depositor 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 Administrator Depositor or the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Depositor, at its sole option and with the consent of the Indenture Trustee, elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default or a Servicer Termination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise 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, the Administrator Owners and the Indenture Trustee 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 shall execute and the Indenture Trustee Note Registrar 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, the Administrator 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 and the Note Registrar shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. (a) If (i) the Administrator advises Issuer notifies 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 or ceases to be a "clearing agency" registered under the Exchange Act, and the Administrator Issuer is unable to locate a qualified successor within 90 days or (iiiii) after the occurrence of an Event of Default or a Servicer Termination EventControlling Party, Owners of at its sole option, advise the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise Trustee 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, the Administrator Owners and the Indenture Trustee 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 Rule 144A Global Note by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate and deliver the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator 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 Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises the Indenture ---------------- Trustee in writing that the Clearing Agency Depository is no longer willing or able properly to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and 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 Depository or (iiiii) after the occurrence of an Event of Default or Default, a Servicer Termination Event, Owners of Note Majority advises the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Clearing Agency Depository in writing that the continuation of a book-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, the Administrator Owners and the Indenture Trustee 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 AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Servicer is unable to locate a qualified successor successor, (ii) the Servic 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Trustee 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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. If (i) the Administrator Servicer advises the Indenture Trustee and the Note Insurer 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 Administrator Servicer is unable to locate a qualified successor successor, (ii) the Servicer at its option advises the Trustee and the Note Insurer 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 a Servicer Termination Event, Note Owners of representing the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes Note Majority advise 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, the Administrator Owners and the Indenture Trustee 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-Book- Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute execute, and the Indenture Trustee upon an Issuer Order shall authenticate authenticate, the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator 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. If (ia) the Administrator 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 Administrator Servicer is unable to locate a qualified successor successor, (b) the Servicer 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise Indenture Trustee 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 the Note Owners, then the Clearing Agency shall notify all Note Owners, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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. If (i) the Administrator 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 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Security Balances of such the Notes advise 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 Owners, the Administrator Beneficial Owners and the Indenture Trustee 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 AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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) If (i) the Administrator Issuer 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 Administrator Indenture Trustee or the Issuer is unable to locate a qualified successor successor, (ii) the Issuer, at its sole option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Class A-1 Notes through the Depository, or (iiiii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Note Owners of the Bookevidencing not less than 66-Entry Notes representing beneficial interests aggregating at least a majority 2/3% of the Outstanding Amount Note Balance of such Notes the Class A-1 Notes, advise the Clearing Agency Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to the Class A-1 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, the Administrator and the Indenture Trustee 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyOwners. None of the Issuer, the Note Registrar, the Administrator 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. (a) If (i) the Administrator advises Issuer notifies 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 or ceases to be a "clearing agency" registered under the Exchange Act, and the Administrator Issuer is unable to locate a qualified successor within 90 days or (iiiii) after the occurrence of an Event of Default or a Servicer Termination EventControlling Party, Owners of at its sole option, advises the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise Trustee 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, the Administrator Owners and the Indenture Trustee 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 Rule 144A Global Note by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate and deliver the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator 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 Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator 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 Global Notes and the Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Event, Owners of Administrator at its option advises the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Clearing Agency Indenture Trustee in writing that it elects to terminate the continuation of a book-entry system of registration through the Clearing Agency is no longer in the best interests of such Note OwnersDepository, then the Clearing Agency shall Depository will be expected to notify all Note Owners, the Administrator and the Indenture Trustee of the occurrence of any such event and Beneficial Owners 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 re-registration instructions, the Issuer Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the 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 Notes, and 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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. If the Notes of a Series are Book-Entry Notes and if (i) the Administrator Master 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 of such Series, and the Administrator Master Servicer is unable to locate a qualified successor successor, (ii) the Master Servicer 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 a Servicer Termination Eventwith respect to such Series, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Trustee 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, the Administrator Owners and the Indenture Trustee 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 shall execute 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, the Administrator 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. If (i) the Administrator 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 Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of such the Notes advise 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 Indenture Trustee shall notify all Note Owners, through the Administrator and the Indenture Trustee Depository 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 in book-entry form by the Book-Entry Notes by Custodian or the Clearing AgencyDepository, as applicable, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. If (i) the Administrator 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 Administrator Servicer is unable to locate a qualified successor successor, (ii) the Servicer 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 a Servicer Termination EventDefault, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Trustee 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 Note Owners, then the Clearing Agency shall notify all Note Owners, the Administrator Owners and the Indenture Trustee of the occurrence of occurrenceof 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 shall execute 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, the Administrator 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. If (i) the 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 Administrator Issuer is 17 IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H2 Indenture unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Rapid Amortization Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of such the Book-Entry Notes advise 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, the Administrator Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of the Class A Notes 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 shall execute 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, the Administrator 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. If (i) the 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-Book Entry Notes and the Administrator Issuer is unable to locate a qualified successor successor, (ii) the Issuer at its option advises the Note Registrar 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 a Servicer Termination Eventhereunder, Note Owners of the Book-Book Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of such the Book Entry Notes advise 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 Note Owners, then the Clearing Agency shall notify all Note Owners, the Administrator Owners and the Indenture Trustee 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-Book Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order Note Registrar shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator 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 and the Trust Administrator shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator 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 Offered Notes and the Administrator Indenture Trustee 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 a Servicer Termination EventDefault, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes aggregate Offered Note Balance advise 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, the Administrator Enhancer and the Indenture Trustee 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 Offered Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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 such Definitive Notes as Offered Noteholders.

Definitive Notes. If (i) the Administrator 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 Global Notes and 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 of registration through the Depository or (iiiii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Owners the Noteholders evidencing not less than 50% of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding then Principal Amount of such Notes advise the Clearing Agency Indenture Trustee and the Depository through Depository Participants 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 Ownersthe Noteholders, then the Clearing Agency Depository shall be expected to notify all Note Owners, the Administrator and the Indenture Trustee of the occurrence of any such event and Beneficial Owners 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 re-registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar, the Administrator 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. Section 4.09.

Definitive Notes. If (i) the 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 as described in the Book-Entry Notes Depository Agreement, and the Administrator or the Indenture Trustee is unable to locate a qualified successor successor, or (ii) after the occurrence of an Event of Default or a Servicer Termination EventDefault, Note Owners of representing in the Book-Entry Notes representing beneficial interests aggregating at least a majority aggregate more than 50% of the Outstanding Amount of such all Classes of Notes advise the Indenture Trustee 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, through the Administrator and the Indenture Trustee of the occurrence of any 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 shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the Administrator Registrar or the Indenture 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, if the Indenture Trustee shall recognize or the Holders of 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 Noteholdersdetermined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If (i) the Administrator 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 Administrator Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or a Servicer Termination Event, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise 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, the Bond Administrator and the Indenture Trustee 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 shall execute and the Indenture Trustee Note Registrar 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, the Bond 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 Trustee, the Note Registrar and the Bond Administrator shall recognize the Holders of the Definitive Notes as Noteholders.