Common use of Preservation of Information; Communications to Noteholders Clause in Contracts

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) . The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders may communicate pursuant to TIA § 312(b) with other upon written request of three or more Noteholders with respect to their rights under this Indenture or under one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes a Noteholder to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b))Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish provide prompt notice to Toyota Motor Credit Corporation and Toyota Auto Finance Receivables LLC (each, a “TMCC Party,” and together, the Noteholders promptly upon receipt of a written request therefor, duplicates or copies “TMCC Parties”) of all reportsdemands received by the Indenture Trustee for the repurchase of any Receivable for breach of the representations and warranties concerning such Receivable. If any such demand is made in non-written form, noticesthe Indenture Trustee shall request that such demand be put into writing and delivered to it; provided, requestshowever, demands, certificates, financial statements and that the Indenture Trustee shall notify the TMCC Parties regardless of whether any other instruments furnished to such demand is made in writing. The obligations of the Indenture Trustee under the Basic Documentsfirst two sentences of this Section 7.02(d) to notify the TMCC Parties of any such demand made in non-written form shall not be applicable during such time as the interpretations of the requirements of the Repurchase Rules and Regulations (as defined below) explicitly require reporting by TMCC Parties solely with respect to demands in written form. (e) The Indenture Trustee shall, upon written request of either TMCC Party, provide notification to the TMCC Parties with respect to any actions taken by the Indenture Trustee with respect to any demand described in Section 7.02(d) which is received by the Indenture Trustee in respect of any Receivables, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five (5) Business Days of receipt by the Indenture Trustee of such written request from either TMCC Party or such other time frame as may be mutually agreed to by the Indenture Trustee and the applicable TMCC Party. Such notices shall be provided to the TMCC Parties at (i) Toyota Motor Credit Corporation at 0000 Xxxxxxxxxxxx Xxxxx, X0-0X, Xxxxx, Xxxxx 00000-0000, Attention: Treasury Operations Department, (000) 000-0000, with a copy by electronic mail to XXX_Xxxxxxxx_Xxxxxxxxxx@xxxxxx.xxx, and with a copy to Toyota Motor Credit Corporation at 0000 Xxxxxxxxxxxx Xxxxx, X0-0X, Xxxxx, Xxxxx 00000-0000, Attention: General Counsel, or at such other address or by such other means of communication as may be specified by Toyota Motor Credit Corporation to the Indenture Trustee from time to time, and (ii) Toyota Auto Finance Receivables LLC, 0000 Xxxxxxxxxxxx Xxxxx, X0-0X, Xxxxx, Xxxxx 00000-0000, Attention: President, (000) 000-0000, or at such other address or by such other means of communication as may be specified by Toyota Auto Finance Receivables LLC to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of Section 7.02(d) and this Section 7.02(e) is to facilitate compliance by the TMCC Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, Items 1104(e), 1121(c) of Regulation AB, and the applicable instructions on the Commission’s Form SF-3 (collectively, the “Repurchase Rules and Regulations”). The Indenture Trustee shall furnish cooperate with reasonable written requests received by it from the TMCC Parties to deliver any and all records and any other information necessary in the good faith determination of the TMCC Parties to permit the TMCC Parties to comply with the provisions of Repurchase Rules and Regulations. Subject to its duties explicitly set forth herein and in the other applicable Basic Documents, the Indenture Trustee shall not have any responsibility or liability in connection with the compliance of either TMCC Party or a securitizer with the Securities Exchange Act of 1934, as amended, or Regulation AB or any filing required to be made by TMCC Party or a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB. (f) Apart from performing the specific duties and obligations of the Indenture Trustee under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture, the Indenture Trustee will not be required to pursue or otherwise be involved in resolving any repurchase request, including any such request that is the subject of a dispute resolution proceeding, unless it is directed to do so by the majority of the Outstanding Amount of the Controlling Class of Notes, acting together as a single Class, and such Noteholders have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such direction. For the avoidance of doubt, if the Indenture Trustee does not agree to pursue or otherwise be involved in resolving any repurchase request, the Noteholders promptly upon receipt thereof from may independently pursue dispute resolution in respect of such repurchase request in accordance with the Eligible Lender Trustee notice terms of any amendment Section 11.02 of the Administration Agreement pursuant to Section 8.5 of the Administration Sale and Servicing Agreement.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § Section 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 2.9 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § Section 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (1) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 701 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 701 upon receipt of a new list so furnished. (a2) If three or more Noteholders may (herein referred to as "applicants") apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Note for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt Notes and is accompanied by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five business days after the receipt of such application, at its election, either (a) afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 702(1), or (b) inform such applicants as to the approximate number of Noteholders (whether whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 702(1) and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Trustee shall elect not made pursuant to TIA § 312(b))afford such applicants access to such information, the Indenture Trustee shall promptly notify shall, upon the Administrator thereof by providing to the Administrator a copy written request of such request applicants, mail to each Holder whose name and address appears in the information preserved at the time by the Trustee in accordance with Section 702(1) a copy of the list form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interest of the Noteholders produced or would be in response theretoviolation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed and, on notice to the Trustee, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Noteholders with reasonable promptness after the entry of such order and the renewal by such applicants of their applications. (b3) The IssuerEvery Holder of Notes, by receiving and holding the Indenture Trustee same, agrees with the Company and the Note Registrar Trustee that neither the Company nor the Trustee nor any agent of either of them shall have be held accountable by reason of the protection disclosure of TIA § 312(cany such information as to the names and addresses of the Noteholders in accordance with Section 702(2), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 702(2). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 9.01 upon receipt of a new list so furnished. (ab) Noteholders may If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the current list form of Noteholders (whether proxy or not made pursuant other communication which is specified in such request, with reasonable promptness after a tender to TIA § 312(b))the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with subsection 9.02(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to Section 8.5 of the Administration Agreementa request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Quarterly Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 4.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 4.1 upon receipt of a new list so furnished. (ab) Noteholders may communicate (including pursuant to TIA § Section 312(b) (if this Indenture is required to be qualified under the TIA)) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by Unless otherwise provided in the Indenture Trustee of any request by three or more Noteholders or by one or more related Series Supplement, if holders of Notes evidencing in aggregate not less than 2520% of the Outstanding Amount outstanding principal balance of the Notes of any Series (the “Applicants”) apply in writing to receive the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least 6 months preceding the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the current communication which such Applicants propose to transmit, then the Trustee, after having been indemnified by such Applicants for its costs and expenses, shall within five (5) Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Issuer notice that such request has been made within five (whether or not made pursuant to TIA § 312(b))5) Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, the Indenture Trustee shall promptly notify the Administrator thereof by providing but in no event more than forty-five (45) days prior to the Administrator a copy date of receipt of such request and a copy of the list of Noteholders produced in response theretoApplicants’ request. (bc) The Issuer, the Indenture Trustee and the Note Transfer Agent and Registrar shall have the protection of TIA § Section 312(c) (if this Indenture is required to be qualified under the TIA). (c) On each Distribution Date . Every Noteholder, by receiving and holding a Note, agrees with the Indenture Issuer and the Trustee that neither the Issuer, the Trustee, the Transfer Agent and Registrar, nor any of their respective agents shall provide to each Noteholder of record as be held accountable by reason of the related Record Date the disclosure of any such information provided by the Administrator as to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 names and addresses of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request thereforin accordance with this Section 4.2, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment regardless of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsource from which such information was obtained.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § ss. 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § ss. 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § ss. 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 2.9 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee Trust Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee Trust Administrator as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee Trust Administrator in its capacity as Note Registrar. The Indenture Trustee Trust Administrator may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than [25]% of the Outstanding Balance thereof (hereinafter referred to as "Applicants"), apply in writing to the Trust Administrator or the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Trust Administrator shall, within [five] Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer, the Indenture Trustee and the Trust Administrator that neither the Issuer, the Indenture Trustee nor the Trust Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar Trust Administrator shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 4.1 and the names and addresses of Noteholders Holders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 4.1 upon receipt of a new list so furnished. (ab) Noteholders may communicate (including pursuant to TIA § Section 312(b) (if this Indenture is required to be qualified under the TIA)) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by Unless otherwise provided in the Indenture Trustee of any request by three or more Noteholders or by one or more related Series Supplement, if holders of Notes evidencing in aggregate not less than 2520% of the Outstanding Amount outstanding principal balance of the Notes of any Series (the “Applicants”) apply in writing to receive the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least 6 months preceding the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the current communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall within five (5) Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Issuer notice that such request has been made within five (whether or not made pursuant to TIA § 312(b))5) Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, the Indenture Trustee shall promptly notify the Administrator thereof by providing but in no event more than forty-five (45) days prior to the Administrator a copy date of receipt of such request and a copy of the list of Noteholders produced in response theretoApplicants’ request. (bc) The Issuer, the Indenture Trustee and the Note Transfer Agent and Registrar shall have the protection of TIA § Section 312(c) (if this Indenture is required to be qualified under the TIA). (c) On each Distribution Date . Every Noteholder, by receiving and holding a Note, agrees with the Indenture Issuer and the Trustee that neither the Issuer, the Trustee, the Transfer Agent and Registrar, nor any of their respective agents shall provide to each Noteholder of record as be held accountable by reason of the related Record Date the disclosure of any such information provided by the Administrator as to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 names and addresses of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request thereforin accordance with this Section 4.2, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment regardless of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsource from which such information was obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 4.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 4.1 upon receipt of a new list so furnished. (ab) Noteholders may communicate (including pursuant to TIA § Section 312(b) (if this Indenture is required to be qualified under the TIA)) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by Unless otherwise provided in the Indenture Trustee of any request by three or more Noteholders or by one or more related Series Supplement, if holders of Notes evidencing in aggregate not less than 2520% of the Outstanding Amount outstanding principal balance of the Notes of any Series (the “Applicants”) apply in writing to receive the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least 6 months preceding the date of such application, or, if less than 6 months have elapsed from the Closing Date, from the Closing Date to the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the current communication which such Applicants propose to transmit, then the Trustee, after having been indemnified by such Applicants for its costs and expenses, shall within five (5) Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Issuer notice that such request has been made within five (whether or not made pursuant to TIA § 312(b))5) Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, the Indenture Trustee shall promptly notify the Administrator thereof by providing but in no event more than forty-five (45) days prior to the Administrator a copy date of receipt of such request and a copy of the list of Noteholders produced in response theretoApplicants’ request. (bc) The Issuer, the Indenture Trustee and the Note Transfer Agent and Registrar shall have the protection of TIA § Section 312(c) (if this Indenture is required to be qualified under the TIA). (c) On each Distribution Date . Every Noteholder , by receiving and holding a Note, agrees with the Indenture Issuer and the Trustee that neither the Issuer, the Trustee, the Transfer Agent and Registrar, nor any of their respective agents shall provide to each Noteholder of record as be held accountable by reason of the related Record Date the disclosure of any such information provided by the Administrator as to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 names and addresses of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request thereforin accordance with this Section 4.2, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment regardless of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsource from which such information was obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee Trust Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee Trust Administrator as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee Trust Administrator in its capacity as Note Registrar. The Indenture Trustee Trust Administrator may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of the Outstanding Balance thereof (hereinafter referred to as “Applicants”), apply in writing to the Trust Administrator or the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Trust Administrator shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer, the Indenture Trustee and the Trust Administrator that neither the Issuer, the Indenture Trustee nor the Trust Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar Trust Administrator shall have the protection of TIA § 312(cSection 312(e). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee Trust Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee Trust Administrator as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee Trust Administrator in its capacity as Note Registrar. The Indenture Trustee Trust Administrator may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of the Outstanding Balance thereof (hereinafter referred to as “Applicants”), apply in writing to the Trust Administrator or the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Trust Administrator shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer, the Indenture Trustee and the Trust Administrator that neither the Issuer, the Indenture Trustee nor the Trust Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar Trust Administrator shall have the protection of TIA § 312(cSection 3l2(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of the Outstanding Balance thereof (hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by . (c) The Issuer and the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(cSection 3l2(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § Section 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date Date, the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 2.09 of the Administration Agreement. The Indenture Trustee shall make such information available on its website at xxxx://xxx.xxxxxxxx.xxx/absmbs. In connection with any electronic transmissions of information, including without limitation, the use of electronic mail or internet or intranet web sites, the systems used in such transmissions are not fully tested by the Indenture Trustee and may not be completely reliable as to stability, robustness and accuracy. Accordingly, the parties hereto acknowledge and agree that information electronically transmitted as described herein may not be relied upon as timely, accurate or complete and that the Indenture Trustee shall have no liability hereunder in connection with such information transmitted electronically. The parties hereto further acknowledge that any systems, software or hardware utilized in posting or retrieving any such information is utilized on an "as is" basis without representation or warranty as to the intended uses of such systems, software or hardware. The Indenture Trustee makes no representation or warranty that the systems and the related software used in connection with the electronic transmission of information are free and clear of threats known as software and hardware viruses, time bombs, logic bombs, Trojan horses, worms, or other malicious computer instructions, intentional devices or techniques which may cause a component or system to become erased, damaged, inoperable, or otherwise incapable of being used in the manner to which it is intended, or which would permit unauthorized access thereto. In the event such web site is not available, the Indenture Trustee shall use reasonable efforts to distribute such information in a timely manner to the intended recipients. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 8.05 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. The Indenture Trustee Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee Administrator as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee Administrator in its capacity as Note Registrar. The Indenture Trustee Administrator may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § ss. 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § ss. 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee Trustee, the Indenture Administrator and the Note Registrar shall have the protection of TIA § ss. 312(c). (c) On each Distribution Date the Indenture Trustee Administrator shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee Administrator on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee Administrator shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee Administrator shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Owner Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 901 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 901 upon receipt of a new list so furnished. (ab) Noteholders may If three (3) or more Holders of Notes of any series or class (hereinafter referred to as "applicants") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such series or class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such series or class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Section 902(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such series or class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such series or class or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with Section 902(a), a copy of the current list form of Noteholders proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (whether or not made pursuant to TIA § 312(b))5) days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such series or class or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such series or class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with Section 902(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to a request made under Section 8.5 of the Administration Agreement902(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 801 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 801 upon receipt of a new list so furnished. (ab) Noteholders may If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three (3) such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Subsection 802(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Subsection 802(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with Subsection 802(a), a copy of the current list form of Noteholders proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (whether or not made pursuant to TIA § 312(b))5) days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with Subsection 802(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to Section 8.5 of the Administration Agreementa request made under Subsection 802(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 8.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 8.01 upon receipt of a new list so furnished. (ab) Noteholders may If 3 or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as "applicants") (or, if there are less than 3 such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least 6 months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within 5 Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), a copy of the current list form of Noteholders (whether proxy or not made pursuant other communication which is specified in such request, with reasonable promptness after a tender to TIA § 312(b))the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within 5 days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with subsection 8.02(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to Section 8.5 of the Administration Agreementa request made under subsection 8.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 9.01 upon receipt of a new list so furnished. (ab) Noteholders may If three or more Holders of Notes of any Series or Class (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series or Class for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series or Class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series or Class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series or Class or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), a copy of the current list form of Noteholders (whether proxy or not made pursuant other communication which is specified in such request, with reasonable promptness after a tender to TIA § 312(b))the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series or Class or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series or Class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with Section 9.02(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to a request made under Section 8.5 of the Administration Agreement9.02(b).

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date Date, the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 2.09 of the Administration Agreement. The Indenture Trustee shall make such information available on its website at xxxx://xxx.xxxxxxxx.xxx/absmbs. In connection with any electronic transmissions of information, including without limitation, the use of electronic mail or internet or intranet web sites, the systems used in such transmissions are not fully tested by the Indenture Trustee and may not be completely reliable as to stability, robustness and accuracy. Accordingly, the parties hereto acknowledge and agree that information electronically transmitted as described herein may not be relied upon as timely, accurate or complete and that the Indenture Trustee shall have no liability hereunder in connection with such information transmitted electronically. The parties hereto further acknowledge that any systems, software or hardware utilized in posting or retrieving any such information is utilized on an “as is” basis without representation or warranty as to the intended uses of such systems, software or hardware. The Indenture Trustee makes no representation or warranty that the systems and the related software used in connection with the electronic transmission of information are free and clear of threats known as software and hardware viruses, time bombs, logic bombs, Trojan horses, worms, or other malicious computer instructions, intentional devices or techniques which may cause a component or system to become erased, damaged, inoperable, or otherwise incapable of being used in the manner to which it is intended, or which would permit unauthorized access thereto. In the event such web site is not available, the Indenture Trustee shall use reasonable efforts to distribute such information in a timely manner to the intended recipients. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 8.05 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § (S) 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § (S) 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § (S) 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 2.9 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. The Indenture Trustee Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee Administrator as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee Administrator in its capacity as Note Registrar. The Indenture Trustee Administrator may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than at least 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee Trustee, the Indenture Administrator and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee Administrator shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee Administrator on the related Determination Date pursuant to Section 2.11 2.13 of the Administration Agreement. (d) The Indenture Trustee Administrator shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee Administrator shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Owner Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 8.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 8.01 upon receipt of a new list so furnished. (ab) Noteholders may If 3 or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than 3 such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least 6 months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within 5 Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), a copy of the current list form of Noteholders (whether proxy or not made pursuant other communication which is specified in such request, with reasonable promptness after a tender to TIA § 312(b))the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within 5 days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuing Entity and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuing Entity nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with subsection 8.02(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to Section 8.5 of the Administration Agreementa request made under subsection 8.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 9.01 upon receipt of a new list so furnished. (ab) Noteholders may If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as "applicants") (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the current list form of Noteholders (whether proxy or not made pursuant other communication which is specified in such request, with reasonable promptness after a tender to TIA § 312(b))the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with subsection 9.02(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to Section 8.5 of the Administration Agreementa request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) . The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders may communicate pursuant to TIA § 312(b) with other upon written request of three or more Noteholders with respect to their rights under this Indenture or under one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes a Noteholder to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b))Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (cd) On Not later than the fifth business day of each Distribution Date calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning in August 2020, the Indenture Trustee shall provide to each Noteholder of record as BMW FS and the Depositor a notice with respect to any written requests received by a Responsible Officer of the related Record Date Indenture Trustee from a Noteholder during the information immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by the Administrator such other means of communication as may be specified by BMW FS to the Indenture Trustee on the related Determination Date pursuant from time to Section 2.11 of the Administration Agreement. time; and (dii) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt Depositor at: BMW FS Securities LLC, 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by such other means of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Basic DocumentsExchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of such rule. The Indenture Trustee shall furnish cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, in each case in its possession, necessary to permit BMW FS and the Noteholders promptly upon receipt thereof from Depositor to comply with the Eligible Lender Trustee notice provisions of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsuch rule.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § ss. 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § ss. 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § ss. 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Owner Trustee notice of any amendment of the Administration Agreement pursuant to [Section 8.5 8.5] of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 9.01 upon receipt of a new list so furnished. (ab) Noteholders may If three (3) or more Holders of Notes of any series or class (hereinafter referred to as “applicants”) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such series or class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such series or class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee shall, within five (5) Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such series or class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such series or class or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), a copy of the current list form of Noteholders proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (whether or not made pursuant to TIA § 312(b))5) days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such series or class or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee shall mail copies of such material to all Registered Noteholders of such series or class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar renewal of such tender; otherwise the Indenture Trustee shall have the protection be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall provide to each Noteholder of record as be held accountable by reason of the related Record Date disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with Section 9.02(b), regardless of the source from which such information provided by the Administrator to was derived, and that the Indenture Trustee on the related Determination Date shall not be held accountable by reason of mailing any material pursuant to a request made under Section 2.11 of the Administration Agreement9.02(b). (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 4.1 and the names and addresses of Noteholders Holders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 4.1 upon receipt of a new list so furnished. (ab) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by Unless otherwise provided in the Indenture Trustee of any request by three or more Noteholders or by one or more related Series Supplement, if holders of Notes evidencing in aggregate not less than 2520% of the Outstanding Amount outstanding principal balance of the Notes of any Series (the “Applicants”) apply in writing to receive the Trustee, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the current communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall within 5 Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders (whether or not held by the Trustee and shall give the Servicer notice that such request has been made pursuant to TIA § 312(b))within five Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, the Indenture Trustee shall promptly notify the Administrator thereof by providing but in no event more than 45 days prior to the Administrator a copy date of receipt of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c)Applicants’ request. (c) On each Distribution Date Every Noteholder, by receiving and holding a Note, agrees with the Indenture Issuer and the Trustee that neither the Issuer, the Trustee, the Transfer Agent and Registrar, nor any of their respective agents shall provide to each Noteholder of record as be held accountable by reason of the related Record Date the disclosure of any such information provided by the Administrator as to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 names and addresses of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request thereforin accordance with this Section 4.2, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment regardless of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsource from which such information was obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) . The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders may communicate pursuant to TIA § 312(b) with other upon written request of three or more Noteholders with respect to their rights under this Indenture or under one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes a Noteholder to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b))Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (cd) On Not later than the fifth business day of each Distribution Date calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning November 7, 2014, the Indenture Trustee shall provide to each Noteholder of record as BMW FS and the Depositor a notice with respect to any written requests received by a Responsible Officer of the related Record Date Indenture Trustee from a Noteholder during the information immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, (telecopier no. (000) 000-0000), Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by the Administrator such other means of communication as may be specified by BMW FS to the Indenture Trustee on the related Determination Date pursuant from time to Section 2.11 of the Administration Agreement. time; and (dii) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt Depositor at: BMW FS Securities LLC, 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 07677, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by such other means of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Basic DocumentsExchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of such rule. The Indenture Trustee shall furnish cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, in each case in its possession, necessary to permit BMW FS and the Noteholders promptly upon receipt thereof from Depositor to comply with the Eligible Lender Trustee notice provisions of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsuch rule.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) . The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders may communicate pursuant to TIA § 312(b) with other upon written request of three or more Noteholders with respect to their rights under this Indenture or under one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes a Noteholder to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b))Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (cd) On Not later than the fifth business day of each Distribution Date calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning in June 2022, the Indenture Trustee shall provide to each Noteholder of record as BMW FS and the Depositor a notice with respect to any written requests received by a Responsible Officer of the related Record Date Indenture Trustee from a Noteholder during the information immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by the Administrator such other means of communication as may be specified by BMW FS to the Indenture Trustee on the related Determination Date pursuant from time to Section 2.11 of the Administration Agreement. time; and (dii) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt Depositor at: BMW FS Securities LLC, 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by such other means of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Basic DocumentsExchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of such rule. The Indenture Trustee shall furnish cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, in each case in its possession, necessary to permit BMW FS and the Noteholders promptly upon receipt thereof from Depositor to comply with the Eligible Lender Trustee notice provisions of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsuch rule.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of the Outstanding Balance thereof (hereinafter referred to as "Applicants"), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by . (c) The Issuer and the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders holders of the Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders the holders of the Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders Holders of the Notes may communicate pursuant to TIA § 312(b) with other Noteholders holders of the Notes with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount a holder of the Notes to receive a copy of the current list of Noteholders holders of the Notes (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders holders of the Notes produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders holders of the Notes promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 801 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 801 upon receipt of a new list so furnished. (ab) Noteholders may If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as "applicants") (or, if there are less than three (3) such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Subsection 802(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Subsection 802(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with Subsection 802(a), a copy of the current list form of Noteholders proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (whether or not made pursuant to TIA § 312(b))5) days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with Subsection 802(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to Section 8.5 of the Administration Agreementa request made under Subsection 802(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) . The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders may communicate pursuant to TIA § 312(b) with other upon written request of three or more Noteholders with respect to their rights under this Indenture or under one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes a Noteholder to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b))Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (cd) On Not later than the fifth business day of each Distribution Date calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning in February 2018, the Indenture Trustee shall provide to each Noteholder of record as BMW FS and the Depositor a notice with respect to any written requests received by a Responsible Officer of the related Record Date Indenture Trustee from a Noteholder during the information immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, (telecopier no. (201) 307‑9286), Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by the Administrator such other means of communication as may be specified by BMW FS to the Indenture Trustee on the related Determination Date pursuant from time to Section 2.11 of the Administration Agreement. time; and (dii) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt Depositor at: BMW FS Securities LLC, 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by such other means of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Basic DocumentsExchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of such rule. The Indenture Trustee shall furnish cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, in each case in its possession, necessary to permit BMW FS and the Noteholders promptly upon receipt thereof from Depositor to comply with the Eligible Lender Trustee notice provisions of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsuch rule.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) . The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders may communicate pursuant to TIA § 312(b) with other upon written request of three or more Noteholders with respect to their rights under this Indenture or under one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes a Noteholder to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b))Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (cd) On Not later than the fifth business day of each Distribution Date calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning in August 2016, the Indenture Trustee shall provide to each Noteholder of record as BMW FS and the Depositor a notice with respect to any written requests received by a Responsible Officer of the related Record Date Indenture Trustee from a Noteholder during the information immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, (telecopier no. (201) 307‑9286), Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by the Administrator such other means of communication as may be specified by BMW FS to the Indenture Trustee on the related Determination Date pursuant from time to Section 2.11 of the Administration Agreement. time; and (dii) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt Depositor at: BMW FS Securities LLC, 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by such other means of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Basic DocumentsExchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of such rule. The Indenture Trustee shall furnish cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, in each case in its possession, necessary to permit BMW FS and the Noteholders promptly upon receipt thereof from Depositor to comply with the Eligible Lender Trustee notice provisions of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsuch rule.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 901 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 901 upon receipt of a new list so furnished. (ab) Noteholders may If three (3) or more Holders of Notes of any series or class (hereinafter referred to as "applicants") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such series or class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such series or class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Section 902(a), or (ii) such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such series or class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such series or class or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with Section 902(a), a copy of the current list form of Noteholders proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (whether or not made pursuant to TIA § 312(b))5) days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such series or class or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such series or class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with Section 902(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to a request made under Section 8.5 of the Administration Agreement902(b).

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date Date, the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 2.09 of the Administration Agreement. The Indenture Trustee shall make such information available on its website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxx.xxx. In connection with any electronic transmissions of information, including without limitation, the use of electronic mail or internet or intranet web sites, the systems used in such transmissions are not fully tested by the Indenture Trustee and may not be completely reliable as to stability, robustness and accuracy. Accordingly, the parties hereto acknowledge and agree that information electronically transmitted as described herein may not be relied upon as timely, accurate or complete and that the Indenture Trustee shall have no liability hereunder in connection with such information transmitted electronically. The parties hereto further acknowledge that any systems, software or hardware utilized in posting or retrieving any such information is utilized on an “as is” basis without representation or warranty as to the intended uses of such systems, software or hardware. The Indenture Trustee makes no representation or warranty that the systems and the related software used in connection with the electronic transmission of information are free and clear of threats known as software and hardware viruses, time bombs, logic bombs, Trojan horses, worms, or other malicious computer instructions, intentional devices or techniques which may cause a component or system to become erased, damaged, inoperable, or otherwise incapable of being used in the manner to which it is intended, or which would permit unauthorized access thereto. In the event such web site is not available, the Indenture Trustee shall use reasonable efforts to distribute such information in a timely manner to the intended recipients. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 8.05 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee Note Registrar shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of the Outstanding Balance thereof (hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(cSection 3l2(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders holders of the Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders the holders of the Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders Holders of the Notes may communicate pursuant to TIA § Section 312(b) with other Noteholders holders of the Notes with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount a holder of the Notes to receive a copy of the current list of Noteholders holders of the Notes (whether or not made pursuant to TIA § Section 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders holders of the Notes produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders holders of the Notes promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of Notes evidencing not less than 25% of the Outstanding Amount thereof (hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by . (c) The Issuer and the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) . The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders may communicate pursuant to TIA § 312(b) with other upon written request of three or more Noteholders with respect to their rights under this Indenture or under one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes a Noteholder to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b))Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (cd) On Not later than the fifth business day of each Distribution Date calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning in August 2023, the Indenture Trustee shall provide to each Noteholder of record as BMW FS and the Depositor a notice with respect to any written requests received by a Responsible Officer of the related Record Date Indenture Trustee from a Noteholder during the information immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by the Administrator such other means of communication as may be specified by BMW FS to the Indenture Trustee on the related Determination Date pursuant from time to Section 2.11 of the Administration Agreement. time; and (dii) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt Depositor at: BMW FS Securities LLC, 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by such other means of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Basic DocumentsExchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of such rule. The Indenture Trustee shall furnish cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, in each case in its possession, necessary to permit BMW FS and the Noteholders promptly upon receipt thereof from Depositor to comply with the Eligible Lender Trustee notice provisions of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsuch rule.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) . The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders may communicate pursuant to TIA § 312(b) with other upon written request of three or more Noteholders with respect to their rights under this Indenture or under one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes a Noteholder to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b))Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (cd) On Not later than the fifth business day of each Distribution Date calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning December 5, 2013, the Indenture Trustee shall provide to each Noteholder of record as BMW FS and the Depositor a notice with respect to any written requests received by a Responsible Officer of the related Record Date Indenture Trustee from a Noteholder during the information immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, (telecopier no. (000) 000-0000), Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by the Administrator such other means of communication as may be specified by BMW FS to the Indenture Trustee on the related Determination Date pursuant from time to Section 2.11 of the Administration Agreement. time; and (dii) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt Depositor at: BMW FS Securities LLC, 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by such other means of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Basic DocumentsExchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of such rule. The Indenture Trustee shall furnish cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, in each case in its possession, necessary to permit BMW FS and the Noteholders promptly upon receipt thereof from Depositor to comply with the Eligible Lender Trustee notice provisions of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsuch rule.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 901 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 901 upon receipt of a new list so furnished. (ab) Noteholders may If three (3) or more Holders of Notes of any series, class or tranche (hereinafter referred to as "applicants") or, if there are less than three such Holders, all of the Holders, apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such series, class or tranche for a period of at least six (6) months preceding the date of such application, and such application states that such applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such series, class or tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Section 902(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such series, class or tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Note of such series, class or tranche or to all Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with Section 902(a), a copy of the current list form of Noteholders (whether proxy or not made pursuant other communication which is specified in such request, with reasonable promptness after a tender to TIA § 312(b))the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five Business Days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and, if after qualification in accordance with the Administrator thereof by providing Trust Indenture Act has become effective as to this Indenture, file with the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such series, class or tranche or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Noteholders of such series, class or tranche or all Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with Section 902(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to a request made under Section 8.5 of the Administration Agreement902(b).

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § ss. 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § ss. 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(css.312(c). (c) On each Distribution Date Date, the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 2.9 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee Trust Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee Trust Administrator as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee Trust Administrator in its capacity as Note Registrar. The Indenture Trustee Trust Administrator may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of the Outstanding Balance thereof (hereinafter referred to as “Applicants”), apply in writing to the Trust Administrator or the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Trust Administrator shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuing Entity, the Indenture Trustee and the Trust Administrator that neither the Issuing Entity, the Indenture Trustee nor the Trust Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The IssuerIssuing Entity, the Indenture Trustee and the Note Registrar Trust Administrator shall have the protection of TIA § 312(cSection 312(e). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) . The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders may communicate pursuant to TIA § 312(b) with other upon written request of three or more Noteholders with respect to their rights under this Indenture or under one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes a Noteholder to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b))Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (cd) On Not later than the fifth business day of each Distribution Date calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning in October 2019, the Indenture Trustee shall provide to each Noteholder of record as BMW FS and the Depositor a notice with respect to any written requests received by a Responsible Officer of the related Record Date Indenture Trustee from a Noteholder during the information immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by the Administrator such other means of communication as may be specified by BMW FS to the Indenture Trustee on the related Determination Date pursuant from time to Section 2.11 of the Administration Agreement. time; and (dii) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt Depositor at: BMW FS Securities LLC, 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: General Counsel, E-mail: XXX.Xxxxxxxxxx@xxxxx.xxx, or at such other address or by such other means of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Basic DocumentsExchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of such rule. The Indenture Trustee shall furnish cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, in each case in its possession, necessary to permit BMW FS and the Noteholders promptly upon receipt thereof from Depositor to comply with the Eligible Lender Trustee notice provisions of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsuch rule.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 hereof and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (ab) Noteholders may communicate pursuant to TIA Trust Indenture Act § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA Trust Indenture Act § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA Trust Indenture Act § 312(c). (cd) On each Distribution Quarterly Payment Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (de) The Indenture Trustee shall at the reasonable expense of the Issuer furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Transaction Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee Note Registrar shall preserve, in as the most current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee Note Registrar may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. . If three or more Noteholders, or one or more Noteholders of a class of Notes evidencing not less than 25% of the then-outstanding Notes by aggregate Class Principal Amount thereof (ahereinafter referred to as “Applicants”) Noteholders may apply in writing to the Note Registrar, and such application states that the Applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon , then the Note Registrar shall, within five Business Days after the receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes such application, afford such Applicants access, during normal business hours, to receive a copy of the current list of Noteholders (whether Noteholders. Every Noteholder, by receiving and holding a Note, agrees with the Issuer, the Note Registrar and the Indenture Trustee that none of the Issuer, the Note Registrar or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify be held accountable by reason of the Administrator thereof by providing disclosure of any such information as to the Administrator a copy of such request names and a copy addresses of the list Noteholders under this Indenture, regardless of Noteholders produced in response theretothe source from which such information was derived. (b) Pursuant to TIA Section 312(b), Noteholders may communicate with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Note Registrar and the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(cSection 3l2(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders may If three or more Holders of Notes (hereinafter referred to as "applicants") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes with respect to their rights under this Indenture or under the Notes. Upon Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee shall, within five Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Subsection (a) of any request by three or more Noteholders or by one or more holders this Section, or (ii) inform such applicants as to the approximate number of Holders of Notes evidencing whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Subsection (a) of this Section, and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Noteholder whose name and address appear in the Outstanding Amount information preserved at the time by the Indenture Trustee in accordance with Subsection (a) of the Notes to receive this Section, a copy of the current list form of Noteholders (whether proxy or not made pursuant other communication which is specified in such request, with reasonable promptness after a tender to TIA § 312(b))the Indenture Trustee of the material to be mailed and of payment, or provisions for the payment, of the reasonable expenses of mailing unless within five days after such tender the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy mail copies of such request material to all such Noteholders with reasonable promptness after the entry of such order and a copy the renewal of the list of Noteholders produced in response thereto. (b) The Issuer, such tender; otherwise the Indenture Trustee and the Note Registrar shall have the protection be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Trust and the Indenture Trustee that neither the Trust nor the Indenture Trustee shall provide to each Noteholder of record as be held accountable by reason of the related Record Date disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with Subsection (b) of this Section, regardless of the source from which such information provided by the Administrator to was derived, and that the Indenture Trustee on the related Determination Date shall not be held accountable by reason of mailing any material pursuant to Section 2.11 a request made under Subsection (b) of the Administration Agreementthis Section. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 901 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 901 upon receipt of a new list so furnished. (ab) Noteholders may If three (3) or more Holders of Notes of any series or class (hereinafter referred to as "applicants") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such series or class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such series or class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Section 902(a), or 57 (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such series or class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such series or class or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with Section 902(a), a copy of the current list form of Noteholders proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (whether or not made pursuant to TIA § 312(b))5) days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such series or class or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such series or class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with Section 902(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to a request made under Section 8.5 of the Administration Agreement902(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders holders of the Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders the holders of the Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders Holders of the Notes may communicate pursuant to TIA § ' 312(b) with other Noteholders holders of the Notes with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount a holder of the Notes to receive a copy of the current list of Noteholders holders of the Notes (whether or not made pursuant to TIA § ' 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders holders of the Notes produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § ' 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders holders of the Notes promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date Date, the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 2.09 of the Administration Agreement. The Indenture Trustee shall make such information available on its website at xxxx://xxx.xxxxxxxxxxxxxxxxxxxx.xxx. In connection with any electronic transmissions of information, including without limitation, the use of electronic mail or internet or intranet web sites, the systems used in such transmissions are not fully tested by the Indenture Trustee and may not be completely reliable as to stability, robustness and accuracy. Accordingly, the parties hereto acknowledge and agree that information electronically transmitted as described herein may not be relied upon as timely, accurate or complete and that the Indenture Trustee shall have no liability hereunder in connection with such information transmitted electronically. The parties hereto further acknowledge that any systems, software or hardware utilized in posting or retrieving any such information is utilized on an “as is” basis without representation or warranty as to the intended uses of such systems, software or hardware. The Indenture Trustee makes no representation or warranty that the systems and the related software used in connection with the electronic transmission of information are free and clear of threats known as software and hardware viruses, time bombs, logic bombs, Trojan horses, worms, or other malicious computer instructions, intentional devices or techniques which may cause a component or system to become erased, damaged, inoperable, or otherwise incapable of being used in the manner to which it is intended, or which would permit unauthorized access thereto. In the event such web site is not available, the Indenture Trustee shall use reasonable efforts to distribute such information in a timely manner to the intended recipients. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 8.05 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The IssuerIssuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish provide prompt notice to Jxxx Deere Capital Corporation and Jxxx Deere Receivables, Inc. (each, a “Jxxx Deere Party,” and together, the Noteholders promptly upon receipt of a written request therefor, duplicates or copies “Jxxx Deere Parties”) of all reports, notices, requests, demands, certificates, financial statements and demands communicated (by any entity other instruments furnished than a Jxxx Deere Party) to the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. The Indenture Trustee shall, upon written request of either Jxxx Deere Party, provide notification to the Jxxx Deere Parties with respect to any actions taken by the Indenture Trustee with respect to any such demand communicated to the Indenture Trustee in respect of any Receivables, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and the applicable Jxxx Deere Party. Such notices shall be provided to the Jxxx Deere Parties at (i) Jxxx Deere Capital Corporation at 1 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Attention: Manager, (000) 000-0000, with a copy to Deere & Company, One Jxxx Deere Pxxxx, Xxxxxx, Xxxxxxxx 00000-0000, Attention: Treasury Department, Assistant Treasurer, (000) 000-0000, or at such other address or by such other means of communication as may be specified by Jxxx Deere Capital Corporation to the Indenture Trustee from time to time, and (ii) Jxxx Xxxxx Receivables, Inc., 1 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Attention: Manager, (000) 000-0000, with a copy to Deere & Company, One Jxxx Deere Place, Moline, Illinois 61265-8098, Attention: Treasury Department, Assistant Treasurer, (000) 000-0000, or at such other address or by such other means of communication as may be specified by Jxxx Xxxxx Receivables, Inc. to the Indenture Trustee from time to time. The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 7.02(d) is to facilitate compliance by the Jxxx Deere Parties with Rule 15Ga-1 under the Basic DocumentsExchange Act and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the John Deere Parties in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall furnish cooperate fully with the Jxxx Deere Parties to deliver any and all records and any other information necessary in the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment good faith determination of the Administration Agreement pursuant Jxxx Deere Parties to Section 8.5 permit them to comply with the provisions of the Administration AgreementRepurchase Rules and Regulations.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 9.01 upon receipt of a new list so furnished.. 68 MASTER INDENTURE (ab) Noteholders may If three (3) or more Holders of Notes of any Series or Class (hereinafter referred to as "applicants") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series or Class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series or Class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee shall, within five (5) Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series or Class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series or Class or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), a copy of the current list form of Noteholders proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (whether or not made pursuant to TIA § 312(b))5) days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series or Class or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee shall mail copies of such material to all Registered Noteholders of such Series or Class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar renewal of such tender; otherwise the Indenture Trustee shall have the protection be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall provide to each Noteholder of record as be held accountable by reason of the related Record Date disclosure of any such information as to the 69 MASTER INDENTURE names and addresses of the Holders of Notes in accordance with Section 9.02(b), regardless of the source from which such information provided by the Administrator to was derived, and that the Indenture Trustee on the related Determination Date shall not be held accountable by reason of mailing any material pursuant to a request made under Section 2.11 of the Administration Agreement9.02(b). (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. The Indenture Trustee Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee Administrator as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee Administrator in its capacity as Note Registrar. The Indenture Trustee Administrator may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than at least 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee Trustee, the Indenture Administrator and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee Administrator shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee Administrator on the related Determination Date pursuant to Section 2.11 2.13 of the Administration AgreementAgreement (the “Noteholder Report”). The Indenture Administrator will make such information available via its internet website. The Indenture Administrator’s internet website initially shall be located at “xxx.xx.xxxxxxxxxx.xxx”. Assistance in using the website can be obtained by calling the Indenture Administrator’s customer service desk at (000) 000-0000. Parties that are unable to use the above distribution option may have a paper copy mailed to them via first class mail by calling the customer service desk and making a request therefor. The Indenture Administrator may change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Indenture Administrator shall provide timely and adequate notification to all above parties regarding any such changes. The Indenture Administrator will not be liable for the dissemination of information in accordance with this Indenture. The Indenture Administrator shall be entitled to rely on, but shall not be responsible for, the content or accuracy of the Noteholder Report and may affix thereto any disclaimer it deems appropriate in its reasonable discretion. (d) The Indenture Trustee Administrator shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee Administrator shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Owner Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of the Outstanding Amount thereof (hereinafter referred to as "Applicants"), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by . (c) The Issuer and the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders holders of the Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders the holders of the Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders Holders of the Notes may communicate pursuant to TIA § ss. 312(b) with other Noteholders holders of the Notes with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount a holder of the Notes to receive a copy of the current list of Noteholders holders of the Notes (whether or not made pursuant to TIA § ss. 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders holders of the Notes produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(css.312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders holders of the Notes promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than [ ]% of the Outstanding Amount thereof (hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes and such application is accompanied by a copy of the communication that such Applicants propose to transmit, then the Indenture Trustee shall, within [ ] Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The IssuerIssuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish provide prompt notice to Xxxx Deere Capital Corporation and Xxxx Deere Receivables, Inc. (each, a “Xxxx Deere Party,” and together, the Noteholders promptly upon receipt of a written request therefor, duplicates or copies “Xxxx Deere Parties”) of all reports, notices, requests, demands, certificates, financial statements and demands communicated (by any entity other instruments furnished than a Xxxx Deere Party) to the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. The Indenture Trustee shall, upon written request of either Xxxx Deere Party, provide notification to the Xxxx Deere Parties with respect to any actions taken by the Indenture Trustee with respect to any such demand communicated to the Indenture Trustee in respect of any Receivables, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and the applicable Xxxx Deere Party. Such notices shall be provided to the Xxxx Deere Parties at (i) Xxxx Deere Capital Corporation at 0 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Attention: Manager, (000) 000-0000, or at such other address or by such other means of communication as may be specified by Xxxx Xxxxx Capital Corporation to the Indenture Trustee from time to time, and (ii) Xxxx Deere Receivables, Inc., 0 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Attention: Manager, (000) 000-0000, or at such other address or by such other means of communication as may be specified by Xxxx Xxxxx Receivables, Inc. to the Indenture Trustee from time to time. The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 7.02(d) is to facilitate compliance by the Xxxx Deere Parties with Rule 15Ga-1 under the Basic DocumentsExchange Act and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the John Deere Parties in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall furnish cooperate fully with the Xxxx Deere Parties to deliver any and all records and any other information necessary in the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment good faith determination of the Administration Agreement pursuant Xxxx Deere Parties to Section 8.5 permit them to comply with the provisions of the Administration AgreementRepurchase Rules and Regulations.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The IssuerIssuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish provide prompt notice to John Deexx Xapital Corporation and John Deexx Xeceivables, Inc. (each, a “John Deexx Xarty,” and together, the Noteholders promptly upon receipt of a written request therefor, duplicates or copies “John Deexx Xarties”) of all reports, notices, requests, demands, certificates, financial statements and demands communicated (by any entity other instruments furnished than a John Deexx Xarty) to the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. The Indenture Trustee shall, upon written request of either John Deexx Xarty, provide notification to the John Deexx Xarties with respect to any actions taken by the Indenture Trustee with respect to any such demand communicated to the Indenture Trustee in respect of any Receivables, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and the applicable John Deexx Xarty. Such notices shall be provided to the John Deexx Xarties at (i) John Deexx Xapital Corporation at 1 East Fxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Xxxxxxion: Manager, (775) 780-0000, xxxx x copy to Deere & Company, One John Xxxxx Xxxxx, Moline, Illinois 61265-8098, Attention: Treasury Department, Assistant Treasurer, (309) 760-0000, xx xx such other address or by such other means of communication as may be specified by John Deexx Xxxxxxx Corporation to the Indenture Trustee from time to time, and (ii) John Deexx Xxxxxxxbles, Inc., 1 East Fxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Xxxxxxion: Manager, (775) 780-0000, xxxx x copy to Deere & Company, One John Deexx Xlace, Moline, Illinois 61265-8098, Attention: Treasury Department, Assistant Treasurer, (309) 760-0000, xx xx such other address or by such other means of communication as may be specified by John Deexx Xxxxxxxbles, Inc. to the Indenture Trustee from time to time. The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 7.02(d) is to facilitate compliance by the John Deexx Xarties with Rule 15Ga-1 under the Basic DocumentsExchange Act and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the John Deere Parties in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall furnish cooperate fully with the John Deexx Xarties to deliver any and all records and any other information necessary in the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment good faith determination of the Administration Agreement pursuant John Deexx Xarties to Section 8.5 permit them to comply with the provisions of the Administration AgreementRepurchase Rules and Regulations.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee Trust Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee Trust Administrator as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee Trust Administrator in its capacity as Note Registrar. The Indenture Trustee Trust Administrator may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than [25]% of the Outstanding Balance thereof (hereinafter referred to as “Applicants”), apply in writing to the Trust Administrator or the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Trust Administrator shall, within [five] Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer, the Indenture Trustee and the Trust Administrator that neither the Issuer, the Indenture Trustee nor the Trust Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar Trust Administrator shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The IssuerIssuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish provide prompt notice to Xxxx Deere Capital Corporation and Xxxx Deere Receivables, Inc. (each, a “Xxxx Deere Party,” and together, the Noteholders promptly upon receipt of a written request therefor, duplicates or copies “Xxxx Deere Parties”) of all reports, notices, requests, demands, certificates, financial statements and demands communicated (by any entity other instruments furnished than a Xxxx Deere Party) to the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. The Indenture Trustee shall, upon written request of either Xxxx Deere Party, provide notification to the Xxxx Deere Parties with respect to any actions taken by the Indenture Trustee with respect to any such demand communicated to the Indenture Trustee in respect of any Receivables, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and the applicable Xxxx Deere Party. Such notices shall be provided to the Xxxx Deere Parties at (i) Xxxx Deere Capital Corporation at 0 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Attention: Manager, (000) 000-0000, with a copy to Deere & Company, One Xxxx Deere Xxxxx, Xxxxxx, Xxxxxxxx 00000-0000, Attention: Treasury Department, Assistant Treasurer, (000) 000-0000, or at such other address or by such other means of communication as may be specified by Xxxx Deere Capital Corporation to the Indenture Trustee from time to time, and (ii) Xxxx Xxxxx Receivables, Inc., 0 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Attention: Manager, (000) 000-0000, with a copy to Deere & Company, One Xxxx Deere Place, Moline, Illinois 61265-8098, Attention: Treasury Department, Assistant Treasurer, (000) 000-0000, or at such other address or by such other means of communication as may be specified by Xxxx Xxxxx Receivables, Inc. to the Indenture Trustee from time to time. The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 7.02(d) is to facilitate compliance by the Xxxx Deere Parties with Rule 15Ga-1 under the Basic DocumentsExchange Act and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the John Deere Parties in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall furnish cooperate fully with the Xxxx Deere Parties to deliver any and all records and any other information necessary in the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment good faith determination of the Administration Agreement pursuant Xxxx Deere Parties to Section 8.5 permit them to comply with the provisions of the Administration AgreementRepurchase Rules and Regulations.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b(S)312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b(S)312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c(S)312(c). (c) On each Distribution Date Date, the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 2.09 of the Administration Agreement. The Indenture Trustee shall make such information available on its website at xxxx://xxx.xxxxxxxx.xxx/absmbs. In connection with any electronic transmissions of information, including without limitation, the use of electronic mail or internet or intranet web sites, the systems used in such transmissions are not fully tested by the Indenture Trustee and may not be completely reliable as to stability, robustness and accuracy. Accordingly, the parties hereto acknowledge and agree that information electronically transmitted as described herein may not be relied upon as timely, accurate or complete and that the Indenture Trustee shall have no liability hereunder in connection with such information transmitted electronically. The parties hereto further acknowledge that any systems, software or hardware utilized in posting or retrieving any such information is utilized on an "as is" basis without representation or warranty as to the intended uses of such systems, software or hardware. The Indenture Trustee makes no representation or warranty that the systems and the related software used in connection with the electronic transmission of information are free and clear of threats known as software and hardware viruses, time bombs, logic bombs, Trojan horses, worms, or other malicious computer instructions, intentional devices or techniques which may cause a component or system to become erased, damaged, inoperable, or otherwise incapable of being used in the manner to which it is intended, or which would permit unauthorized access thereto. In the event such web site is not available, the Indenture Trustee shall use reasonable efforts to distribute such information in a timely manner to the intended recipients. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 8.05 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders holders of the Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders the holders of the Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders Holders of the Notes may communicate pursuant to TIA § [] 312(b) with other Noteholders holders of the Notes with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount a holder of the Notes to receive a copy of the current list of Noteholders holders of the Notes (whether or not made pursuant to TIA § [] 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders holders of the Notes produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § [] 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders holders of the Notes promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 901 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 901 upon receipt of a new list so furnished. (ab) Noteholders may If three or more Holders of Notes of any series, class or tranche (hereinafter referred to as "applicants") apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Note of such series, class or tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such series, class or tranche or with the Holders of all Notes with respect to their rights under this Indenture or under the Notes. Upon receipt such Notes and is accompanied by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list form of Noteholders proxy or other communication which such applicants propose to transmit, then the Trustee will, within five Business Days after the receipt of such application, at its election, either (whether or not made pursuant i) afford such applicants access to TIA § 312(b)the information preserved at the time by the Trustee in accordance with Section 902(a), the Indenture Trustee shall promptly notify the Administrator thereof by providing or (ii) inform such applicants as to the Administrator a copy approximate number of Holders of Notes of such series, class or tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Trustee will elect not to afford such applicants access to such information, the Trustee will, upon the written request of such applicants, mail to each Holder of a Registered Note of such series, class or tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 902(a), a copy of the list form of Noteholders produced proxy or other communication which is specified in response thereto. (b) The Issuersuch request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee will mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such series, class or tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, will enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission will find, after notice and opportunity for hearing, that all the objections so sustained have been met and will enter an order so declaring, the Trustee will mail copies of such material to all Registered Noteholders of such series, class or tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the Indenture same, agrees with the Issuer and the Trustee shall provide to each Noteholder of record as that neither the Issuer nor the Trustee will be held accountable by reason of the related Record Date the disclosure of any such information provided by the Administrator as to the Indenture names and addresses of the Holders of Notes in accordance with Section 902(b), regardless of the source from which such information was derived, and that the Trustee on the related Determination Date will not be held accountable by reason of mailing any material pursuant to a request made under Section 2.11 of the Administration Agreement902(b). (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 901 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 901 upon receipt of a new list so furnished. (ab) Noteholders may If three or more Holders of Notes of any series, class or tranche (hereinafter referred to as "applicants") apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Note of such series, class or tranche for a period of at least six months preceding the date of such application, and such application states that the 107 applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such series, class or tranche or with the Holders of all Notes with respect to their rights under this Indenture or under the Notes. Upon receipt such Notes and is accompanied by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list form of Noteholders proxy or other communication which such applicants propose to transmit, then the Trustee will, within five Business Days after the receipt of such application, at its election, either (whether or not made pursuant i) afford such applicants access to TIA § 312(b)the information preserved at the time by the Trustee in accordance with Section 902(a), the Indenture Trustee shall promptly notify the Administrator thereof by providing or (ii) inform such applicants as to the Administrator a copy approximate number of Holders of Notes of such series, class or tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Trustee will elect not to afford such applicants access to such information, the Trustee will, upon the written request of such applicants, mail to each Holder of a Note of such series, class or tranche or to all Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 902(a), a copy of the list form of Noteholders produced proxy or other communication which is specified in response thereto. (b) The Issuersuch request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee will mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such series, class or tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, will enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission will find, after notice and opportunity for hearing, that all the objections so sustained have been met and will enter an order so declaring, the Trustee will mail copies of such material to all Noteholders of such series, class or tranche or all Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the Indenture same, agrees with the Issuer and the Trustee shall provide to each Noteholder of record as that neither the Issuer nor the Trustee will be held accountable by reason of the related Record Date the disclosure of any such information provided by the Administrator as to the Indenture names and addresses of the Holders of Notes in accordance with Section 902(b), regardless of the source from which such information was derived, and that the Trustee on the related Determination Date will not be held accountable by reason of mailing any material pursuant to a request made under Section 2.11 of the Administration Agreement902(b). (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders holders of the Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders the holders of the Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders Holders of the Notes may communicate pursuant to TIA § TIAss. 312(b) with other Noteholders holders of the Notes with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount a holder of the Notes to receive a copy of the current list of Noteholders holders of the Notes (whether or not made pursuant to TIA § 312(bTIAss.312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders holders of the Notes produced in response thereto. (bc) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(css.312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders holders of the Notes promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The IssuerIssuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish provide prompt notice to Xxxx Deere Capital Corporation and Xxxx Deere Receivables, Inc. (each, a “Xxxx Deere Party,” and together, the Noteholders promptly upon receipt of a written request therefor, duplicates or copies “Xxxx Deere Parties”) of all reports, notices, requests, demands, certificates, financial statements and demands communicated (by any entity other instruments furnished than a Xxxx Deere Party) to the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. The Indenture Trustee shall, upon written request of either Xxxx Deere Party, provide notification to the Xxxx Deere Parties with respect to any actions taken by the Indenture Trustee with respect to any such demand communicated to the Indenture Trustee in respect of any Receivables, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and the applicable Xxxx Deere Party. Such notices shall be provided to the Xxxx Deere Parties at (i) Xxxx Deere Capital Corporation at 0 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Attention: Manager, (000) 000-0000, with a copy to Deere & Company, Xxx Xxxx Xxxxx Place, Moline, Illinois 61265-8098, Attention: Treasury Department, Assistant Treasurer, (000) 000-0000, or at such other address or by such other means of communication as may be specified by Xxxx Deere Capital Corporation to the Indenture Trustee from time to time, and (ii) Xxxx Xxxxx Receivables, Inc., 0 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Attention: Manager, (000) 000-0000, with a copy to Deere & Company, One Xxxx Deere Place, Moline, Illinois 61265-8098, Attention: Treasury Department, Assistant Treasurer, (000) 000-0000, or at such other address or by such other means of communication as may be specified by Xxxx Xxxxx Receivables, Inc. to the Indenture Trustee from time to time. The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 7.02(d) is to facilitate compliance by the Xxxx Deere Parties with Rule 15Ga-1 under the Basic DocumentsExchange Act and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the John Deere Parties in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall furnish cooperate fully with the Xxxx Deere Parties to deliver any and all records and any other information necessary in the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment good faith determination of the Administration Agreement pursuant Xxxx Deere Parties to Section 8.5 permit them to comply with the provisions of the Administration AgreementRepurchase Rules and Regulations.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee Issuer notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names names, addresses and addresses taxpayer identification numbers of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 SECTION 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 SECTION 9.01 upon receipt of a new list so furnished. (ab) Noteholders may If three (3) or more Holders of Notes of any series or class (hereinafter referred to as "APPLICANTS") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such series or class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such series or class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with SECTION 9.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such series or class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with SECTION 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such series or class or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with SECTION 9.02(a), a copy of the current list form of Noteholders proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (whether or not made pursuant to TIA § 312(b))5) days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such series or class or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such series or class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with SECTION 9.02(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to Section 8.5 of the Administration Agreementa request made under SECTION 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, preserve in as current a form as is reasonably practicable, practicable the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (bc) The IssuerIssuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (cd) On each Distribution Date A Noteholder (if the Indenture Trustee shall provide Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may send a request to each the Depositor at any time notifying the Depositor that such Noteholder or Note Owner, as applicable, would like to communicate with other Noteholders or Note Owners, as applicable, with respect to an exercise of record as their rights under the terms of the related Record Date Basic Documents. If the information provided requesting party is not a Noteholder as reflected on the Note Register, the Depositor may require that the requesting party provide Verification Documents. Each request must include (i) the name of the requesting Noteholder or Note Owner, and (ii) a description of the method by which other Noteholders or Note Owners, as applicable, may contact the Administrator requesting Noteholder or Note Owner. A Noteholder or Note Owner, as applicable, that delivers a request under this Section 7.02 will be deemed to have certified to 51 (NALT 20[●]-[●] Indenture) the Issuing Entity and the Servicer that its request to communicate with other Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture or the other Basic Documents, and will not be used for other purposes. In each monthly distribution report on Form 10-D under the Exchange Act with respect to the Indenture Trustee on Issuing Entity, the Depositor shall include disclosure regarding any request that complies with the requirements of this Section 7.02 received during the related Determination Date pursuant Collection Period from a Noteholder or Note Owner to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish communicate with other Noteholders or Note Owners, as applicable, related to the Noteholders promptly upon receipt or Note Owners exercising their rights under the terms of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The disclosure in such Form 10-D regarding the request to communicate shall include (w) the name of the investor making the request, (x) the date the request was received, (y) a statement to the effect that the Issuing Entity has received a request from such Noteholder or Note Owner, as applicable, stating that such Noteholder or Note Owner, as applicable, is interested in communicating with other Noteholders or Note Owners, as applicable, with regard to the possible exercise of rights under the Basic Documents, and (z) a description of the method other Noteholders or Note Owners, as applicable, may use to contact the requesting Noteholder or Note Owner. NMAC and the Depositor will be responsible for any expenses incurred in connection with the filing of such disclosure and the reimbursement of any costs incurred by the Indenture Trustee shall furnish to in connection with the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementpreparation thereof.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or of either Class A Notes or Class B Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee Note Registrar shall preserve, in as the most current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee Note Registrar may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. . If three or more Noteholders, or one or more Noteholders of a Class of Notes evidencing not less than 25% of the Outstanding Balance thereof (ahereinafter referred to as “Applicants”) Noteholders may apply in writing to the Note Registrar, and such application states that the Applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon , then the Note Registrar shall, within five Business Days after the receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes such application, afford such Applicants access, during normal business hours, to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b))Noteholders. Every Noteholder, by receiving and holding a Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall promptly notify be held accountable by reason of the Administrator thereof by providing disclosure of any such information as to the Administrator a copy of such request names and a copy addresses of the list Noteholders under this Indenture, regardless of Noteholders produced in response theretothe source from which such information was derived. (b) Pursuant to TIA Section 312(b), Noteholders may communicate with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Note Registrar and the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(cSection 3l2(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 9.01 upon receipt of a new list so furnished. (ab) Noteholders may If three (3) or more Holders of Notes of any Series or Class (hereinafter referred to as "applicants") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series or Class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series or Class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee shall, within five (5) Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series or Class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series or Class or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), a copy of the current list form of Noteholders proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (whether or not made pursuant to TIA § 312(b))5) days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series or Class or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee shall mail copies of such material to all Registered Noteholders of such Series or Class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar renewal of such tender; otherwise the Indenture Trustee shall have the protection be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall provide to each Noteholder of record as be held accountable by reason of the related Record Date disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with Section 9.02(b), regardless of the source from which such information provided by the Administrator to was derived, and that the Indenture Trustee on the related Determination Date shall not be held accountable by reason of mailing any material pursuant to a request made under Section 2.11 of the Administration Agreement9.02(b). (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 4.1 and the names and addresses of Noteholders Holders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 4.1 upon receipt of a new list so furnished. (ab) Noteholders may communicate (including pursuant to TIA § Section 312(b) (if this Indenture is required to be qualified under the TIA)) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by Unless otherwise provided in the Indenture Trustee of any request by three or more Noteholders or by one or more related Series Supplement, if holders of Notes evidencing in aggregate not less than 2520% of the Outstanding Amount outstanding principal balance of the Notes of any Series (the "Applicants") apply in writing to receive the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least 6 months preceding the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the current communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall within five (5) Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Servicer notice that such request has been made within five (whether or not made pursuant to TIA § 312(b))5) Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, the Indenture Trustee shall promptly notify the Administrator thereof by providing but in no event more than forty five (45) days prior to the Administrator a copy date of receipt of such request and a copy of the list of Noteholders produced in response theretoApplicants' request. (bc) The Issuer, the Indenture Trustee and the Note Transfer Agent and Registrar shall have the protection of TIA § Section 312(c) (if this Indenture is required to be qualified under the TIA). (c) On each Distribution Date . Every Noteholder, by receiving and holding a Note, agrees with the Indenture Issuer and the Trustee that neither the Issuer, the Trustee, the Transfer Agent and Registrar, nor any of their respective agents shall provide to each Noteholder of record as be held accountable by reason of the related Record Date the disclosure of any such information provided by the Administrator as to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 names and addresses of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request thereforin accordance with this Section 4.2, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment regardless of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsource from which such information was obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of the Outstanding Balance thereof (hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by . (c) The Issuer and the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § (S) 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § (S) 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § (S) 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes Controlling Class to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. If either Insurer, three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of the Outstanding Balance thereof (hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other holders with respect to their rights under this Indenture or under the Notes, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders under this Indenture, regardless of the source from which such information was derived. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by . (c) The Issuer and the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 8.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 8.01 upon receipt of a new list so furnished. (ab) Noteholders may If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than 3 such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least 6 months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), a copy of the current list form of Noteholders proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (whether or not made pursuant to TIA § 312(b))5) days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, will be deemed to have agreed with the Issuing Entity and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuing Entity nor the Indenture Trustee on will be held accountable by reason of the related Determination Date disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 8.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to Section 2.11 of the Administration Agreementa request made under subsection 8.02(b). (d) The Indenture Trustee shall furnish In addition to the foregoing provisions of this Section 8.02, requests by Noteholders promptly upon receipt or Certified Note Owners of Notes that were issued publicly pursuant to a written request therefor, duplicates shelf registration statement on Commission Form SF-3 to communicate with other Noteholders or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished Note Owners with respect to the Indenture Trustee exercise of rights under the Basic Documents. The Indenture Trustee Indenture, the other Transaction Documents or the Notes, shall furnish be included on the Form 10-D filing by the Issuing Entity with respect to the Noteholders promptly upon receipt thereof from Monthly Period during which the Eligible Lender Trustee notice of any amendment request was received and may include, but shall be limited to: (i) the name of the Administration Agreement pursuant Noteholder or Note Owner making the request, (ii) the date the request was received, (iii) a statement to Section 8.5 the effect that the Issuing Entity has received a request from such Noteholder or Note Owner who is interested in communicating with other Noteholders or Note Owners with regard to the possible exercise of rights under the Indenture, the Transaction Documents or the Notes and (iv) a description of the Administration Agreementmethod other Noteholders or Note Owners may use to contact the requesting Noteholder or Note Owner, in accordance with the terms and provisions of Section 13.07.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § Section 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date Date, the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 2.09 of the Administration Agreement. The Indenture Trustee shall make such information available on its website at http://www.jpmorgan.com/absmbs. In connection with any electronic tranxxxxxxxxx xx xxxxxxxxxxx, including without limitation, the use of electronic mail or internet or intranet web sites, the systems used in such transmissions are not fully tested by the Indenture Trustee and may not be completely reliable as to stability, robustness and accuracy. Accordingly, the parties hereto acknowledge and agree that information electronically transmitted as described herein may not be relied upon as timely, accurate or complete and that the Indenture Trustee shall have no liability hereunder in connection with such information transmitted electronically. The parties hereto further acknowledge that any systems, software or hardware utilized in posting or retrieving any such information is utilized on an "as is" basis without representation or warranty as to the intended uses of such systems, software or hardware. The Indenture Trustee makes no representation or warranty that the systems and the related software used in connection with the electronic transmission of information are free and clear of threats known as software and hardware viruses, time bombs, logic bombs, Trojan horses, worms, or other malicious computer instructions, intentional devices or techniques which may cause a component or system to become erased, damaged, inoperable, or otherwise incapable of being used in the manner to which it is intended, or which would permit unauthorized access thereto. In the event such web site is not available, the Indenture Trustee shall use reasonable efforts to distribute such information in a timely manner to the intended recipients. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 8.05 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (1) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 701 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 701 upon receipt of a new list so furnished. (a2) If three or more Noteholders may (herein referred to as "applicants") apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Note for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt Notes and is accompanied by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five business days after the receipt of such application, at its election, either (a) afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 702(1), or (b) inform such applicants as to the approximate number of Noteholders (whether whose names and addresses appear in the information preserved at the time by the Trustee in accordance with 49 55 Section 702(1) and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Trustee shall elect not made pursuant to TIA § 312(b))afford such applicants access to such information, the Indenture Trustee shall promptly notify shall, upon the Administrator thereof by providing to the Administrator a copy written request of such request applicants, mail to each Holder whose name and address appears in the information preserved at the time by the Trustee in accordance with Section 702(1) a copy of the list form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interest of the Noteholders produced or would be in response theretoviolation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed and, on notice to the Trustee, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Noteholders with reasonable promptness after the entry of such order and the renewal by such applicants of their applications. (b3) The IssuerEvery Holder of Notes, by receiving and holding the Indenture Trustee same, agrees with the Company and the Note Registrar Trustee that neither the Company nor the Trustee nor any agent of either of them shall have be held accountable by reason of the protection disclosure of TIA § 312(cany such information as to the names and addresses of the Noteholders in accordance with Section 702(2), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 702(2). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 7.01 and the names and addresses of Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 7.01 upon receipt of a new list so furnished. . If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of the Outstanding Balance thereof (a) Noteholders may hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders holders with respect to their rights under this Indenture or under the Notes. Upon receipt by , then the Indenture Trustee shall, within five Business Days after the receipt of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes such application, afford such Applicants access, during normal business hours, to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b))Holders. Every Holder, by receiving and holding a Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall promptly notify be held accountable by reason of the Administrator thereof by providing disclosure of any such information as to the Administrator a copy of such request names and a copy addresses of the list of Noteholders produced in response thereto. (b) The IssuerHolders under this Indenture, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as regardless of the related Record Date the source from which such information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 of the Administration Agreementwas derived. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 4.1 and the names and addresses of Noteholders Holders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 4.1 upon receipt of a new list so furnished. (ab) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by Unless otherwise provided in the Indenture Trustee of any request by three or more Noteholders or by one or more related Series Supplement, if holders of Notes evidencing in aggregate not less than 2520% of the Outstanding Amount outstanding principal balance of the Notes of any Series (the "Applicants") apply in writing to receive the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least 6 months preceding the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the current communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall within 5 Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders (whether or not held by the Trustee and shall give the Servicer notice that such request has been made pursuant to TIA § 312(b))within five Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, the Indenture Trustee shall promptly notify the Administrator thereof by providing but in no event more than 45 days prior to the Administrator a copy date of receipt of such request and a copy of the list of Noteholders produced in response theretoApplicants' request. (bc) The Issuer, the Indenture Trustee and the Note Transfer Agent and Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date . Every Noteholder, by receiving and holding a Note, agrees with the Indenture Issuer and the Trustee that neither the Trust, the Trustee, the Transfer Agent and Registrar, nor any of their respective agents shall provide to each Noteholder of record as be held accountable by reason of the related Record Date the disclosure of any such information provided by the Administrator as to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 names and addresses of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request thereforin accordance with this Section 4.2, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment regardless of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsource from which such information was obtained.

Preservation of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (a) Noteholders may communicate pursuant to TIA § Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § Section 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § Section 312(c). (c) On each Distribution Date the Indenture Trustee shall provide to each Noteholder of record as of the related Record Date the information provided by the Administrator to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 2.9 of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, 38 certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment of the Administration Agreement pursuant to Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 8.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 8.01 upon receipt of a new list so furnished. (ab) Noteholders may If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as "applicants") (or, if there are less than three (3) such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), a copy of the current list form of Noteholders proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (whether or not made pursuant to TIA § 312(b))5) days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with subsection 8.02(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to Section 8.5 of the Administration Agreementa request made under subsection 8.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 9.01 upon receipt of a new list so furnished. (ab) Noteholders may If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the current list form of Noteholders (whether proxy or not made pursuant other communication which is specified in such request, with reasonable promptness after a tender to TIA § 312(b))the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall promptly notify the Administrator thereof by providing mail to the Administrator a copy of such request and applicants, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced in response thereto. (b) The Issuer, the Indenture Trustee and Trustee, such mailing would be contrary to the Note Registrar shall have best interests of the protection Holders of TIA § 312(c)Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuer nor the Indenture Trustee on the related Determination Date pursuant to Section 2.11 will be held accountable by reason of the Administration Agreement. (d) The Indenture Trustee shall furnish disclosure of any such information as to the Noteholders promptly upon receipt names and addresses of a written request thereforthe Holders of Notes in accordance with subsection 9.02(b), duplicates or copies regardless of all reportsthe source from which such information was derived, notices, requests, demands, certificates, financial statements and any other instruments furnished to that the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice will not be held accountable by reason of mailing any amendment of the Administration Agreement material pursuant to Section 8.5 of the Administration Agreement.a request made under subsection 9.02(b)

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 ARTICLE 4 and the names and addresses of Noteholders Holders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 ARTICLE 4 upon receipt of a new list so furnished. (ab) Noteholders may communicate (including pursuant to TIA § Section 312(b) (if this Indenture is required to be qualified under the TIA)) with other Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by Unless otherwise provided in the Indenture Trustee of any request by three or more Noteholders or by one or more holders related Series Supplement, if Holders of Notes evidencing in aggregate not less than 2520% of the Outstanding Amount outstanding principal balance of the Notes of any Series (the “Applicants”) apply in writing to receive the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least six (6) months preceding the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the current communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall within five (5) Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Master Trust Administrator notice that such request has been made within five (whether or not made pursuant to TIA § 312(b))5) Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, the Indenture Trustee shall promptly notify the Administrator thereof by providing but in no event more than 45 days prior to the Administrator a copy date of receipt of such request and a copy of the list of Noteholders produced in response theretoApplicants’ request. (bc) The Issuer, the Indenture Trustee and the Note Transfer Agent and Registrar shall have the protection of TIA § Section 312(c) (if this Indenture is required to be qualified under the TIA). (c) On each Distribution Date . Every Noteholder, by receiving and holding a Note, agrees with the Indenture Issuer and the Trustee that neither the Issuer, the Trustee, the Transfer Agent and Registrar, nor any of their respective agents shall provide to each Noteholder of record as be held accountable by reason of the related Record Date the disclosure of any such information provided by the Administrator as to the Indenture Trustee on the related Determination Date pursuant to Section 2.11 names and addresses of the Administration Agreement. (d) The Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a written request thereforin accordance with this Section 4.2, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Indenture Trustee under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of any amendment regardless of the Administration Agreement pursuant to Section 8.5 of the Administration Agreementsource from which such information was obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall will preserve, in as current a form as is reasonably practicable, the names and addresses of the Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 8.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 8.01 upon receipt of a new list so furnished. (ab) Noteholders may If 3 or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than 3 such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least 6 months preceding the date of such application, and such application states that the applicants desire to communicate pursuant to TIA § 312(b) with other Noteholders Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the Notes. Upon form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within 5 Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), or (ii) inform such applicants as to the approximate number of any request by three or more Noteholders or by one or more holders Holders of Notes evidencing of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not less than 25% to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the Outstanding Amount of case may be, whose names and addresses appear in the Notes to receive information preserved at the time by the Indenture Trustee in accordance with subsection 8.02(a), a copy of the current list form of Noteholders (whether proxy or not made pursuant other communication which is specified in such request, with reasonable promptness after a tender to TIA § 312(b))the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within 5 days after such tender, the Indenture Trustee shall promptly notify mail to such applicants and file with the Administrator thereof by providing to the Administrator a copy of such request and Commission, together with a copy of the list material to be mailed, a written statement to the effect that, in the opinion of Noteholders produced the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in response thereto. (b) The Issuerviolation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the Note Registrar shall have renewal of such tender; otherwise the protection Indenture Trustee will be relieved of TIA § 312(c)any obligation or duty to such applicants respecting their application. (c) On each Distribution Date Every Holder of Notes, by receiving and holding the same, agrees with the Issuing Entity and the Indenture Trustee shall provide to each Noteholder of record as of that neither the related Record Date the information provided by the Administrator to Issuing Entity nor the Indenture Trustee on will be held accountable by reason of the related Determination Date disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 8.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to Section 2.11 of the Administration Agreementa request made under subsection 8.02(b). (d) The Indenture Trustee shall furnish In addition to the foregoing provisions of this Section 8.02, requests by Noteholders promptly upon receipt or Certified Note Owners of Notes that were issued publicly pursuant to a written request therefor, duplicates shelf registration statement on Commission Form SF-3 to communicate with other Noteholders or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished Note Owners with respect to the Indenture Trustee exercise of rights under the Basic Documents. The Indenture Trustee Indenture, the other Transaction Documents or the Notes, shall furnish be included on the Form 10-D filing by the Issuing Entity with respect to the Noteholders promptly upon receipt thereof from Monthly Period during which the Eligible Lender Trustee notice of any amendment request was received and may include, but shall be limited to: (i) the name of the Administration Agreement pursuant Noteholder or Note Owner making the request, (ii) the date the request was received, (iii) a statement to Section 8.5 the effect that the Issuing Entity has received a request from such Noteholder or Note Owner who is interested in communicating with other Noteholders or Note Owners with regard to the possible exercise of rights under the Indenture, the Transaction Documents or the Notes and (iv) a description of the Administration Agreementmethod other Noteholders or Note Owners may use to contact the requesting Noteholder or Note Owner, in accordance with the terms and provisions of Section 13.07.