Common use of Definitive Notes Clause in Contracts

Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer is unable to locate a qualified 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 (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the 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 Note Owners, then the Clearing Agency shall notify all Note Owners and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer is unable to locate a qualified 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 (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the 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 and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Owners of the Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of the Notes advise the Trustee through 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 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the 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 Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Trustee in writing that it Issuer elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Owners Holders of the Notes representing beneficial interests aggregating security entitlements to at least a majority of the Outstanding Amount Note Balances of the Notes advise the Trustee through Depository (with a copy to the Clearing Agency Indenture Trustee) 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 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 Note or Notes representing constituting the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer Issuer is unable to locate a qualified successor, (ii) to the Servicer 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 Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes Majority Holders advise the Trustee through Issuer and the Clearing Agency in writing that the continuation of a book book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Clearing Agency shall notify all Note Owners and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the such Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Owners of the Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of the Notes advise the Trustee through 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 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Book-Entry Notes and the Servicer Administrator is unable to locate a qualified successor, successor or (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 (iii) after the occurrence of an Event of DefaultDefault or a Master Servicer Termination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of the such 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 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 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 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 Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Owners of Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount aggregate Note Balance or Notional Amount, as applicable, of the Notes advise the Trustee through 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 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 Note or 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 shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Offered Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Beneficial Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes aggregate Offered Note Balance advise the Trustee through 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 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 Note or Offered Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Offered Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Principal Balances of the Notes advise the Trustee through 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 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Indenture Trustee shall notify the Note Insurer upon the issuance of Definitive Notes.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Offered Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Beneficial Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes aggregate Offered Note Balance advise the Trustee through 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 Beneficial Owners, the 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 Note or Offered Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Offered Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of the Notes advise the Trustee through 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 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Owners of the Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of the Notes advise the Trustee through 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 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as Noteholders.the

Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer is unable to locate a qualified 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 (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the 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 and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNote- holders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Offered Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Beneficial Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes aggregate Offered Note Balance advise the Trustee through 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 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 Note or 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 shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Offered Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Owners of Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Security Balances of the Notes advise the Trustee through 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 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Trustee Note Registrar shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer is unable to locate a qualified 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 (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the 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 and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNote-holders.

Definitive Notes. If (i) the Servicer advises the 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 Notes, Notes and the Servicer Issuer is unable to locate a qualified successor, (ii) the Servicer at its option advises the Trustee in writing that it Issuer elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Owners Holders of the Notes representing beneficial interests aggregating security entitlements to at least a majority of the Outstanding Amount Note Balances of the Notes advise the Trustee through Depository (with a copy to the Clearing Agency Indenture Trustee) 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 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 Note or Notes representing constituting the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer 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 Notes, Book-Entry Notes and the Servicer Depositor or the Indenture Trustee is unable to locate a qualified successor, successor or (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 (iii) after the occurrence of an Event of DefaultDefault or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of the such 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 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 Trustee Note Registrar 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 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 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 Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Book-Entry Notes and the Servicer Issuer is unable to locate a qualified successor, successor or (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 (iii) after the occurrence of an Event of DefaultDefault hereunder, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of the Book-Entry 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 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 Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the such Definitive Notes as Noteholders.

Definitive Notes. If If (i) the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities properly with respect to the Notes, book-entry Notes and the Servicer Issuer is unable to locate a qualified successor, or (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 (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of not less than 51% of the aggregate Outstanding Amount of the Notes advise the Trustee through 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 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 Note or Notes representing the Bookbook-Entry entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Definitive definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar Registrar, or the Indenture Trustee shall be liable for any delay in delivery of such the instructions and may conclusively rely on, and shall be protected in relying on, such the instructions. Upon On the issuance of Definitive definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer Issuer is unable to locate a qualified successor, or (ii) to the Servicer 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 Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes Majority Holders advise the Trustee through Issuer and the Clearing Agency in writing that the continuation of a book book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Clearing Agency shall notify all Note Owners and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the such Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer is unable to locate a qualified successor, successor or (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 (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the 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 and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer Issuer is unable to locate a qualified successor, or (ii) the Servicer Issuer, at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners representing of beneficial interests aggregating at least a majority of the Outstanding Aggregate Principal Amount of the Notes advise the Trustee through Issuer and the Clearing Agency in writing that the continuation of a book book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Clearing Agency shall notify all Note Owners and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as Noteholders.such

Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Book-Entry Notes and the Servicer Issuer is unable to locate a qualified successor, successor or (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 (iii) after the occurrence of an Event of Defaulta Rapid Amortization Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of the Book-Entry 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 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 Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (ia) the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities responsibili ties with respect to the Notes, and the Indenture Trustee and the Servicer is are unable to locate a qualified 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 successor or (iiib) after the occurrence of an Event of Defaulta Servicer Termination Event, Note Owners holding Notes representing beneficial interests aggregating at least a majority more than 662/3% of the Outstanding Amount of the all Notes advise the Indenture Trustee through and the Clearing Agency in writing that the continuation of a book entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender by the Clearing Agency to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by and re- registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in exchange therefor in accordance with the re-registration instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Beneficial Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes aggregate Note Balance advise the Trustee through 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 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency Note Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Book-Entry Notes and the Servicer Issuer is unable to locate a qualified successor, or (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 (iii) after the occurrence of an Event of DefaultDefault hereunder, Note Owners representing beneficial interests aggregating at least a majority the Controlling Party of the Outstanding Amount of Book-Entry Notes advises the Notes advise the Trustee through the Clearing Agency Note Depository in writing that the continuation of a book book-entry system through the Clearing Agency Note Depository is no longer in the best interests of such Owners and the Note OwnersDepository consents, then the Clearing Agency Note Depository shall notify all Note Owners and the 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 Trustee Registrar of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing AgencyNote Depository, accompanied by registration instructions, the Issuer shall execute and the Trustee Registrar shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyNote Depository and this Indenture. None of Neither the Issuer, Issuer nor the Note Registrar or the 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 Registrar and the Trustee shall recognize the Holders holders of the Definitive Notes as NoteholdersOwners.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee or the Depositor is unable to locate a qualified successor, successor or (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 (iii) after the occurrence of an Event of Default, Note Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Class A Note Principal Balance of the Class A Notes advise the Trustee through 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 Beneficial Owners, the Issuer 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer 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 Notes, Global Notes and the Servicer Administrator is unable to locate a qualified successor, successor or (ii) the Servicer Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system of registration through the Clearing Agency or (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the 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 Note OwnersDepository, then the Clearing Agency shall Depository will be expected to notify all Note Beneficial Owners and the 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 Note or 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 shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Owners of Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Security Balances of the Notes advise the Trustee through 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 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Term Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Beneficial Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes aggregate Term Note Balance advise the Trustee through 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 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 Note or Term Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Term Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of the Notes advise the Trustee through 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 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities properly with respect to the Notes, book-entry Notes and the Servicer Issuer is unable to locate a qualified successor, (ii) the Servicer Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository, or (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of not less than 51% of the aggregate Outstanding Amount of the Notes advise the Trustee through 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 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 Note or Notes representing the Bookbook-Entry entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Definitive definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar Registrar, or the Indenture Trustee shall be liable for any delay in delivery of such the instructions and may conclusively rely on, and shall be protected in relying on, such the instructions. Upon On the issuance of Definitive definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Offered Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Beneficial Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes aggregate Offered Note Balance advise the Trustee through 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 Beneficial Owners, the 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 Note or Offered Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the such Definitive Notes as Offered Noteholders.

Definitive Notes. If If (i) the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities properly with respect to the Notes, book-entry Notes and the Servicer Issuer is unable to locate a qualified successor, , (ii) the Servicer Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Depository, or (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of not less than 51% of the Outstanding Amount of the Notes aggregate Voting Rights advise the Trustee through 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 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 Note or Notes representing the Bookbook-Entry entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Definitive definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar Registrar, or the Indenture Trustee shall be liable for any delay in delivery of such the instructions and may conclusively rely on, and shall be protected in relying on, such the instructions. Upon On the issuance of Definitive definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer 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 Notes, Global Notes and the Servicer Administrator is unable to locate a qualified successor, (ii) the Servicer Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system of registration through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority the Noteholders evidencing not less than 50% of the Outstanding then Principal Amount of the Notes advise the Indenture Trustee and the Depository through the Clearing Agency Depository Participants 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 Ownersthe Noteholders, then the Clearing Agency Depository shall be expected to notify all Note Beneficial Owners and the 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by re-registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry bookentry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Owners of Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount aggregate Note Balance or Notional Amount, as applicable, of the Notes advise the Trustee through 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 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 Note or 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 shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer Administrator is unable to locate a qualified successor, (ii) the Servicer Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of 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 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 shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the NotesDepository Agreement, and the Servicer Administrator or the Indenture Trustee is unable to locate a qualified successor, or (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 (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating at least a majority in the aggregate more than 50% of the Outstanding Amount of the all Classes of Notes advise the Indenture Trustee through the Clearing Agency participants 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 Indenture Trustee shall notify all Note Owners and Owners, through the 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 shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Trustee shall recognize the Holders of the Definitive Notes as Noteholders.such

Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Book Entry Notes and the Servicer Issuer is unable to locate a qualified successor, (ii) the Servicer Issuer at its option advises the Trustee Note Registrar in writing that it elects to terminate the book-book entry system through the Clearing Agency or (iii) after the occurrence of an Event of DefaultDefault hereunder, Note Owners of the Book Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Balance of the Book Entry Notes advise the 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 Note Owners, then the Clearing Agency shall notify all Note Owners and the 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 Trustee Note Registrar of the typewritten Note or Notes representing the Book-Book Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Trustee Note Registrar shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee and the Trust Administrator shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer Issuer is unable to locate a qualified successor, or (ii) the Servicer Issuer, at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests of security entitlements aggregating at least a majority of the Outstanding Aggregate Principal Amount of the Notes advise the Trustee through Issuer and the Clearing Agency in writing that the continuation of a book book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then the Clearing Agency shall notify all Note Owners and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the such Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer is unable to locate a qualified 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 (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes Notes, advise the 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 Owners, and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Offered Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Beneficial Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes aggregate Offered Note Balance advise the Trustee through 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 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 Note or Offered Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the such Definitive Notes as Offered Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default, Note Owners of Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of the Notes advise the Trustee through 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 Indenture Trustee shall notify all Note Owners and Owners, through the 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 Note or 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 shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer is unable to locate a qualified 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 (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the 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 Note Owners, then the Clearing Agency shall notify all Note Owners and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the 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 Notes, and the Servicer is unable to locate a qualified 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 (iii) after the occurrence of an Event of DefaultDefault or a Servicer Termination Event, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes Note Majority 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 has undertaken to notify all Note Owners and the 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 Trustee of the typewritten Note or Notes representing the Book-Book- Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute execute, and the Trustee shall authenticate authenticate, the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer 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 Notes, and the Servicer is unable to locate a qualified successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an a Servicer Event of Default, Note Owners representing beneficial interests aggregating at least Holders of Notes entitled to a majority of the Outstanding Amount of the Notes Voting Rights advise the Indenture Trustee through 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 and the 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 shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If If (i) the Servicer Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities properly with respect to the Notes, book-entry Notes and the Servicer Issuer is unable to locate a qualified successor, , (ii) the Servicer Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Depository, or (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of not less than [51]% of the aggregate Outstanding Amount of the Notes advise the Trustee through 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 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 Note or Notes representing the Bookbook-Entry entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Definitive definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar Registrar, or the Indenture Trustee shall be liable for any delay in delivery of such the instructions and may conclusively rely on, and shall be protected in relying on, such the instructions. Upon On the issuance of Definitive definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes, Notes and the Servicer Indenture Trustee is unable to locate a qualified successor, successor or (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 (iii) after the occurrence of an Event of Default, Note Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of the Notes (with the consent of the Note Insurer, so long as no Note Insurer Default exists) advise the Trustee through 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 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 Note or Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer is unable to locate a qualified successor, (ii) the Servicer Servic 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, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the 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 and the 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 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 Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as Noteholders.