Common use of Termination of Book Entry System Clause in Contracts

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency satisfactory to the Servicer, on behalf of the Trust; (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustIssuer, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Current Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary depository with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency satisfactory to the ServicerServicer is not located, on behalf of the Trust; (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture TrusteeIssuing Entity; or (iiiii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of DefaultDefault and instruct the Clearing Agency to forward such notice to the Beneficial Owners), the Beneficial Owners of no less representing in the aggregate more than 5150% of the Class Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13, the Indenture Trustee shall use all reasonable efforts instruct the Clearing Agency to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Class Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust Issuing Entity nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary depository with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency satisfactory to the ServicerMaster Servicer is not located, on behalf of the Trust; (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, elects elect to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency or the Seller advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Indenture Trustee or the Seller is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustSeller, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding a Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary depository with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency satisfactory to the Servicer, on behalf of the Trust; (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture TrusteeServicer is not located; or (iiiii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of DefaultDefault and instruct the Clearing Agency to forward such notice to the Beneficial Owners), the Beneficial Owners of no less representing in the aggregate more than 5150% of the Class Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.132.14, the Indenture Trustee shall use all reasonable efforts instruct the Clearing Agency to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Class Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust Issuing Entity nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary depository with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency satisfactory to the ServicerServicer is not located, on behalf of the Trust; (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iiiii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of DefaultDefault and instruct the Clearing Agency to forward such notice to the Beneficial Owners), the Beneficial Owners of no less representing in the aggregate more than 5150% of the Class Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13, the Indenture Trustee shall use all reasonable efforts instruct the Clearing Agency to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Class Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary depository with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency satisfactory to the ServicerServicer is not located, on behalf of the Trust; (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iiiii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of DefaultDefault and instruct the Clearing Agency to forward such notice to the Beneficial Owners), the Beneficial Owners of no less representing in the aggregate more than 5150% of the Class Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13, the Indenture Trustee shall use all reasonable efforts instruct the Clearing Agency to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Class Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may will be terminated upon the happening occurrence of any of the following: (i) The Clearing Agency or the Issuer advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Issuer or the Indenture Trustee is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustIssuer, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of both Classes of the Book-Entry Notes advise the Indenture Trustee and the Clearing Agency in writing, through the related Clearing Agency Participants and the Clearing AgencyParticipants, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the such Beneficial Owners. (b) . Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts its Best Efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Outstanding Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note Certificate(s) representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, (i) all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease be deemed to be imposed upon and performed by the Indenture Trustee to the extent applicable and to such Definitive Notes, (ii) the provisions herein relating to Definitive Notes shall be applicableapplicable and (iii) the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunder.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary depository with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency satisfactory to the ServicerMaster Servicer is not located, on behalf of the Trust; (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iiiii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of DefaultDefault and instruct the Clearing Agency to forward such notice to the Beneficial Owners), the Beneficial Owners of no less representing in the aggregate more than 5150% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13, the Indenture Trustee shall use all reasonable efforts instruct the Clearing Agency to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-book entry system through the Clearing Agency Depository with respect to the Book-any Class of Book Entry Notes Bonds may be terminated (a "Book Entry Termination") upon the happening of any of the following: (i) The Clearing Agency Depository or the Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge properly its responsibilities as nominee and depositary with respect to the Notes Depository and the Indenture Trustee Issuer is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of Trustee and the TrustIssuer; (ii) The Majority Certificateholders, on behalf of Issuer at its option advises the Trust, Trustee in their sole discretion, writing that it elects to terminate the book-book entry system by notice to through the Clearing Agency and the Indenture TrusteeDepository; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency Depository of such Event of DefaultDefault when such notice shall be given pursuant to Section 6.02), the Beneficial Owners of no less than 51% a majority in aggregate Principal Amount of the Note Principal Balance of the Book-Book Entry Notes Bonds together advise the Indenture Trustee in writing, and the Depository through the related Clearing Agency II-19 55 Depository Participants and the Clearing Agency, in writing that the continuation of a book-book entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee Depository is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing AgencyDepository, of the occurrence of any such event and of the availability of Definitive Notes Bond certificates to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance Amount representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest interest, if any, and previous calls for redemption. Definitive Notes Bond certificates shall be issued only upon surrender to the Indenture Trustee of the global Note Book Entry Bond by the Clearing AgencyDepository, accompanied by registration instructions for the Definitive NotesBond certificates. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBond certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall cease to be applicable and the provisions relating to Definitive Notes Bonds shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency or the Issuer advises the Indenture Trustee that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities as nominee and depositary with respect to under the Notes Letter Agreement and the Indenture Trustee Issuer is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustIssuer, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Bond Owner through the Clearing Agency of such Event of Default)) when such notice shall be given pursuant to Section 6.02, the Beneficial Bond Owners of no less than 51% of the Note Principal a majority in Bond Balance of the Book-Entry Notes Bonds advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes Bonds being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Bond Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Bond Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes Bonds to Beneficial Bond Owners requesting the same, in an aggregate outstanding Note Principal Current Bond Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes Bonds shall be issued only upon surrender to the Indenture Trustee of the global Note Bond by the Clearing Agency, accompanied by registration instructions for the Definitive NotesBonds. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBonds, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes Bonds shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon when the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the Trust; (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners.Issuer: (b) Upon the occurrence of any the event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes Bonds or any Class of Bonds and the Indenture Trustee is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustIssuer, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture TrusteeTrustee with respect to the Bonds or any Class of Bonds; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal applicable Bond Balance of any Class of the Book-Entry Notes Bonds advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes Bonds being issued to any person Person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial OwnersOwners of such Class of Bonds. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial OwnersOwners of the relevant Class of Bonds, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes Bonds to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Current Bond Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes Bonds shall be issued only upon surrender to the Indenture Trustee of the global Note Bond of the relevant Class by the Clearing Agency, accompanied by registration instructions for the Definitive NotesBonds. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBonds of the relevant Class, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes Bonds shall be applicableapplicable to such Class of Bonds.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency satisfactory to the Servicer, on behalf of the Trust; (ii) The Majority CertificateholdersCertificateholder, on behalf of the Trust, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.132.18, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-book entry system through the Clearing Agency Depository with respect to the Book-any Class of Book Entry Notes may be terminated (a "Book Entry Termination") upon the happening of any of the following: (i) The Clearing Agency Depository or the Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge properly its responsibilities as nominee and depositary with respect to the Notes Depository and the Indenture Trustee Issuer is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of Trustee and the TrustIssuer; (ii) The Majority Certificateholders, on behalf of Issuer at its option advises the Trust, Trustee in their sole discretion, writing that it elects to terminate the book-book entry system by notice to through the Clearing Agency and the Indenture TrusteeDepository; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency Depository of such Event of DefaultDefault when such notice shall be given pursuant to Section 6.02), the Beneficial Owners of no less than 51% a majority in aggregate Principal Amount of the Note Principal Balance of the Book-Book Entry Notes together advise the Indenture Trustee in writing, and the Depository through the related Clearing Agency Depository Participants and the Clearing Agency, in writing that the continuation of a book-book entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee Depository is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing AgencyDepository, of the occurrence of any such event and of the availability of Definitive Notes Note certificates to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance Amount representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest interest, if any, and previous calls for redemption. Definitive Notes Note certificates shall be issued only upon surrender to the Indenture Trustee of the global Book Entry Note by the Clearing AgencyDepository, accompanied by registration instructions for the Definitive NotesNote certificates. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesNote certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary depository with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency satisfactory to the ServicerServicer is not located, on behalf of the Trust; (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture TrusteeIssuing Entity; or (iiiii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of DefaultDefault and instruct the Clearing Agency to forward such notice to the Beneficial Owners), the Beneficial Owners of no less representing in the aggregate more than 5150% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13, the Indenture Trustee shall use all reasonable efforts instruct the Clearing Agency to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust Issuing Entity nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustIssuer, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Current Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency satisfactory to the Master Servicer, on behalf of the Trust; (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, elects elect to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Indenture Trustee at the direction of the Note Insurer or the Majority Noteholder is unable to locate a qualified successor Clearing Agency satisfactory to the Servicer, on behalf of the TrustAgency; (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustIssuer, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13a)above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Current Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may will be terminated upon the happening occurrence of any of the following: (i) The Clearing Agency or the Issuer advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Issuer or the Indenture Trustee is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustIssuer, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of both Classes of the Book-Entry Notes advise the Indenture Trustee and the Clearing Agency in writing, through the related Clearing Agency Participants and the Clearing AgencyParticipants, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the such Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts its Best Efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Outstanding Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note Certificate(s) representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, (i) all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease be deemed to be imposed upon and performed by the Indenture Trustee to the extent applicable and to such Definitive Notes, (ii) the provisions herein relating to Definitive Notes shall be applicableapplicable and (iii) the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunder.

Termination of Book Entry System. (a) The So long as the Class A Bonds (or any other Class of Bonds subsequently delivered to a Securities Depository) are in book-entry only form, the Trustee shall comply with the terms of the applicable DTC Representation Letter. However, the book-entry system through the Clearing Agency with respect to the Book-Entry Notes Securities Depository may be terminated upon the happening of any of the following: (i) The Clearing Agency Securities Depository advises the Indenture Trustee in writing that the Clearing Agency Securities Depository is no longer willing or able to properly discharge properly its responsibilities as nominee and depositary with respect to under the Notes DTC Representation Letter and the Indenture Trustee is or the Sponsor are unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of Trustee or the Trust;Sponsor; or (ii) The Majority Certificateholders, on behalf of the Trust, in their sole discretion, Sponsor elects to terminate discontinue the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to Securities Depository and so advises the exclusion of any Definitive Notes being issued to any person other than Trustee and the Clearing Agency or its nominee is no longer Securities Depository in the best interests of the Beneficial Ownerswriting. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.132.14(a), the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, Securities Depository of the occurrence of such event and of the availability of Definitive Notes definitive or temporary Replacement Bonds to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance Outstanding amount representing the interest of eacheach such Beneficial Owner, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous payments of principal and calls for redemption. Definitive Notes Replacement Bonds for a Class shall be issued only upon surrender to the Indenture Trustee of the global Note Bond of such Class by the Clearing AgencySecurities Depository, accompanied by registration instructions for the Definitive Notesdefinitive Replacement Bonds for such Class from the Securities Depository. Neither the Trust Sponsor nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and conclusively may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notesdefinitive Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Clearing Agency Securities Depository shall cease to be applicable deemed of no further force and effect, and the provisions relating to Definitive Notes Holders of the definitive Replacement Bonds shall be applicabledeemed the Bondholders for all purposes of this Indenture.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor Clearing Agency satisfactory to the Servicer, on behalf of the Trust; (ii) The Majority Certificateholders, on behalf of the Trust, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Balance of the Book-Entry Notes advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes shall be issued only upon surrender to the Indenture Trustee of the global Note by the Clearing Agency, accompanied by registration instructions for the Definitive Notes. Neither the Trust nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency DTC with respect to the Book-Entry Notes Global Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency DTC or the Issuer advises the Indenture Trustee that the Clearing Agency DTC is no longer willing or able properly to discharge properly its responsibilities under the Letter Agreement (attached as nominee and depositary with respect to the Notes Exhibit F) and the Indenture Trustee Issuer is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of Indenture Trustee and the TrustIssuer; (ii) The Majority CertificateholdersIssuer, on behalf in its sole discretion but with the consent of the Trust, in their sole discretionIndenture Trustee, elects to terminate the book-entry system by notice to the Clearing Agency DTC and the Indenture Trustee; or (iii) After the occurrence of an Event of Default when such notice shall be given pursuant to Section 6.02 (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency DTC of such Event of Default), the Beneficial Bond Owners of no less than 51% a majority in principal balance of the Note Principal Balance of the Book-Entry Notes Outstanding Global Bonds advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing AgencyDTC, that the continuation of a book-entry system through the Clearing Agency DTC to the exclusion of any Definitive Notes Bonds being issued to any person other than the Clearing Agency DTC or its nominee is no longer in the best interests of the Beneficial Bond Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, DTC of the occurrence of such event and of the availability of Definitive Notes Bonds to Beneficial Bond Owners requesting the same, in an aggregate outstanding Note Principal Balance current principal balance of the Outstanding Bonds representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemptioninterest. Definitive Notes Bonds shall be issued only upon surrender to the Indenture Trustee of the global Note Global Bond(s) by the Clearing AgencyDTC, accompanied by registration instructions for the Definitive NotesBonds. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBonds, all references herein to obligations imposed upon or to be performed by the Clearing Agency DTC shall cease to be applicable and the provisions relating to Definitive Notes Bonds shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes Bonds and the Indenture Trustee is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustIssuer, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Bond Balance of the Book-Entry Notes Bonds advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes Bonds being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes Bonds to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Current Bond Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes Bonds shall be issued only upon surrender to the Indenture Trustee of the global Note Bond by the Clearing Agency, accompanied by registration instructions for the Definitive NotesBonds. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBonds, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes Bonds shall be applicable.

Termination of Book Entry System. (a) The book-book entry system through the Clearing Agency Depository with respect to the Book-any Class of Book Entry Notes Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency Depository or the Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge properly its responsibilities as nominee and depositary with respect to the Notes Depository and the Indenture Trustee Issuer is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of Trustee and the TrustIssuer; (ii) The Majority Certificateholders, on behalf of Issuer at its option advises the Trust, Trustee in their sole discretion, writing that it elects to terminate the book-book entry system by notice to through the Clearing Agency and the Indenture TrusteeDepository; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% a majority in aggregate Class Principal Amount of the Note Principal Balance of the Book-Book Entry Notes Bonds together advise the Indenture Trustee in writing, and the Depository through the related Clearing Agency Depository Participants and the Clearing Agency, in writing that the continuation of a book-book entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee Depository is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, Depository of the occurrence of any such event and of the availability of Definitive Notes Bond certificates to Beneficial Owners requesting the same, in an aggregate outstanding Note Class Principal Balance Amount representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest interest, if any, and previous calls for redemption. Definitive Notes Bond certificates shall be issued only upon surrender to the Indenture Trustee of the global Note Book Entry Bond by the Clearing AgencyDepository, accompanied by registration instructions for the Definitive NotesBond certificates. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBond certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall cease to be applicable and the provisions relating to Definitive Notes Bonds shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency or the Issuer advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes Bonds and the Issuer and the Indenture Trustee is are unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustIssuer, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Bond Owner through the Clearing Agency of such Event of Default), the Beneficial Bond Owners of no less than 51% of the Note Principal Bond Balance of the Book-Entry Notes Bonds advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes Bonds being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Bond Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Bond Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes Bonds to Beneficial Bond Owners requesting the same, in an aggregate outstanding Note Principal Current Bond Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes Bonds shall be issued only upon surrender to the Indenture Trustee of the global Note Bond by the Clearing Agency, accompanied by registration instructions for the Definitive NotesBonds. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBonds, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes Bonds shall be applicable.

Termination of Book Entry System. (a) The book-Except as otherwise provided in the related Series Supplement, the book entry system through the Clearing Agency with respect to the Book-any Class of Book Entry Notes Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency or the Issuer advises the Indenture Trustee that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities as nominee and depositary with respect to under the Notes respective Letter Agreement and the Indenture Trustee Issuer is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of Trustee and the TrustIssuer; (ii) The Majority CertificateholdersIssuer, on behalf in its sole discretion but with the consent of the Trust, in their sole discretionTrustee, elects to terminate the book-book entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default)Default when such notice shall be given pursuant to Section 6.2, the Beneficial Owners of no less than 51% a majority in Aggregate Current Principal Amount of the Note Principal Balance of the Book-Book Entry Notes Bonds advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-book entry system through the Clearing Agency to the exclusion of any Definitive Notes Bond certificates being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes Bond certificates to Beneficial Owners requesting the same, in an aggregate outstanding Note Aggregate Current Principal Balance Amount representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption or special redemption. Definitive Notes Bond certificates shall be issued only upon surrender to the Indenture Trustee of the global Note Bond by the Clearing Agency, accompanied by registration instructions for the Definitive NotesBond certificates. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBond certificates, all references herein and in the Series Supplement to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.by

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes Bonds or any Class of Bonds and the Indenture Trustee is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustIssuer, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture TrusteeTrustee with respect to the Bonds or any Class of Bonds; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal applicable Bond Balance of any Class of the Book-Entry Notes Bonds advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes Bonds being issued to any person Person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial OwnersOwners of such Class of Bonds. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial OwnersOwners of the relevant Class of Bonds, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes Bonds to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Current Bond Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes Bonds shall be issued only upon surrender to the Indenture Trustee of the global Note Bond by the Clearing Agency, accompanied by registration instructions for the Definitive NotesBonds. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBonds, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes Bonds shall be applicable.

Termination of Book Entry System. (a) The book-book entry system through the Clearing Agency with respect to the Book-Book Entry Notes Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency or the Issuer advises the Indenture Trustee that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities as nominee and depositary with respect to under the Notes Letter Agreement and the Indenture Trustee Issuer is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of Trustee and the TrustIssuer; (ii) The Majority CertificateholdersIssuer, on behalf in its sole discretion but with the consent of the Trust, in their sole discretionTrustee, elects to terminate the book-book entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Bond Owner through the Clearing Agency of such Event of Default)) when such notice shall be given pursuant to Section 6.02, the Beneficial Bond Owners of no less than 51% of the Note Principal a majority in Bond Balance of the Book-Book Entry Notes Bonds advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-book entry system through the Clearing Agency to the exclusion of any Definitive Notes Bonds being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Bond Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Bond Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes Bonds to Beneficial Bond Owners requesting the same, in an aggregate outstanding Note Principal Current Bond Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes Bonds shall be issued only upon surrender to the Indenture Trustee of the global Note Bond by the Clearing Agency, accompanied by registration instructions for the Definitive NotesBonds. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBonds, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes shall be applicable.to

Termination of Book Entry System. (a) The book-Except as otherwise provided in the related Terms Indenture, the book entry system through the Clearing Agency with respect to the Book-any Class of Book Entry Notes Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency or the Issuer advises the Indenture Trustee that the Clearing Agency is no longer willing or able to properly discharge properly its responsibilities as nominee and depositary with respect to under the Notes respective Letter Agreement and the Indenture Trustee or the Issuer is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of Trustee and the TrustIssuer; (ii) The Majority CertificateholdersIssuer, on behalf in its sole discretion but with the consent of the Trust, in their sole discretionTrustee, elects to terminate the book-book entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable its best efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of DefaultDefault when such notice shall be given pursuant to Section 6.02), the Beneficial Owners of no less than 51% a majority in Aggregate Current Principal Amount of the Note Principal Balance of the Book-Book Entry Notes Bonds advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-book entry system through the Clearing Agency to the exclusion of any Definitive Notes Bond certificates being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable its best efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes Bond certificates to Beneficial Owners requesting the same, in an aggregate outstanding Note Aggregate Current. Principal Balance Amount representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemptionRedemption or Special Redemption. Definitive Notes Bond certificates shall be issued only upon surrender to the Indenture Trustee of the global Note Bond by the Clearing Agency, accompanied by registration instructions for the Definitive NotesBond certificates. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBond certificates, all references herein and in the Terms Indenture to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes Bonds shall be applicable.

Termination of Book Entry System. (a) The book-book entry system through the Clearing Agency Depository with respect to the Book-any Class of Book Entry Notes Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency Depository or the Issuer advises the Indenture Trustee Paying Agent in writing that the Clearing Agency Depository is no longer willing or able to properly discharge properly its responsibilities as nominee and depositary with respect to the Notes Depository and the Indenture Trustee Issuer is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of Paying Agent and the TrustIssuer; (ii) The Majority Certificateholders, on behalf of Issuer at its option advises the Trust, Paying Agent in their sole discretion, writing that it elects to terminate the book-book entry system by notice to through the Clearing Agency and the Indenture TrusteeDepository; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% a majority in aggregate Class Principal Amount of the Note Principal Balance of the Book-Book Entry Notes Bonds together advise the Indenture Trustee in writing, Paying Agent and the Depository through the related Clearing Agency Depository Participants and the Clearing Agency, in writing that the continuation of a book-book entry system through the Clearing Agency to the exclusion of any Definitive Notes being issued to any person other than the Clearing Agency or its nominee Depository is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee Paying Agent shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, Depository of the occurrence of any such event and of the availability of Definitive Notes Bond certificates to Beneficial Owners requesting the same, in an aggregate outstanding Note Class Principal Balance Amount representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest interest, if any, and previous calls for redemption. Definitive Notes Bond certificates shall be issued only upon surrender to the Indenture Trustee Bond Registrar of the global Note Book Entry Bond by the Clearing AgencyDepository, accompanied by registration instructions for the Definitive NotesBond certificates. Neither the Trust Issuer, the Trustee nor the Indenture Trustee any Agent shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBond certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency Depository shall cease to be applicable and the provisions relating to Definitive Notes Bonds shall be applicable.

Termination of Book Entry System. (a) The book-entry system through the Clearing Agency with respect to the Book-Entry Notes Bonds may be terminated upon the happening of any of the following: (i) The Clearing Agency advises the Indenture Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Notes Bonds and the Indenture Trustee is unable to locate a qualified successor Clearing Agency clearing agency satisfactory to the Servicer, on behalf of the TrustIssuer; (ii) The Majority Certificateholders, on behalf of the TrustIssuer, in their its sole discretion, elects to terminate the book-entry system by notice to the Clearing Agency and the Indenture Trustee; or (iii) After the occurrence of an Event of Default (at which time the Indenture Trustee shall use all reasonable efforts to promptly notify each Beneficial Owner through the Clearing Agency of such Event of Default), the Beneficial Owners of no less than 51% of the Note Principal Class Balance of the Book-Entry Notes Bonds advise the Indenture Trustee in writing, through the related Clearing Agency Participants and the Clearing Agency, that the continuation of a book-entry system through the Clearing Agency to the exclusion of any Definitive Notes Bonds being issued to any person other than the Clearing Agency or its nominee is no longer in the best interests of the Beneficial Owners. (b) Upon the occurrence of any event described in subsection (a) of this Section 2.13above, the Indenture Trustee shall use all reasonable efforts to notify all Beneficial Owners, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes Bonds to Beneficial Owners requesting the same, in an aggregate outstanding Note Principal Bond Balance representing the interest of each, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest and previous calls for redemption. Definitive Notes Bonds shall be issued only upon surrender to the Indenture Trustee of the global Note Bond by the Clearing Agency, accompanied by registration instructions for the Definitive NotesBonds. Neither the Trust Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive NotesBonds, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall cease to be applicable and the provisions relating to Definitive Notes Bonds shall be applicable.