Common use of The Notes Clause in Contracts

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.

The Notes. The Book-Entry Each Class of Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership ; provided that Offered Notes must be purchased in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities minimum total investments of the Note Registrar$100,000 per Class. The Indenture Trustee Securities Administrator may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry the Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.084.08 hereof, Beneficial Owners shall not be entitled to definitive certificates notes for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee Securities Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture TrusteeSecurities Administrator, no Book-Entry Note may be transferred by the Depository except to a successor Depository Dxxxxxxxxx that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Securities Administrator with the approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Notes it beneficially owns in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated by the Securities Administrator and delivered by the Securities Administrator to or upon the order of the Issuer.

The Notes. The Book-Entry Each Class of Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry the Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.084.08 hereof, Beneficial Owners shall not be entitled to definitive certificates notes for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Notes it beneficially owns in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated by the Indenture Trustee and delivered by the Indenture Trustee to or upon the order of the Issuer.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Security Balances of $25,000 1,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through except for one Note, evidencing the facilities sum of an authorized denomination thereof and the remainder of the Note Registraraggregate Security Balance of the Notes. The Indenture Trustee and the Credit Enhancer may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.

The Notes. (a) The Book-Entry Offered Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will shall hold interests in the Book-Entry Offered Notes through the book-entry facilities of the Depository in minimum initial Note Balances (or Notional Balances in the case of the Class A-IO Notes) of $25,000 1,000 and integral multiples of $1 in excess thereof. Ownership The Capped Funding Notes shall be issued as physical notes in any Physical Note will be evidenced by a physical, fully registered Note transferable through form in minimum initial Capped Funding Balances of $10,000 and integral multiples of $1,000 in excess thereof, together with any additional amount necessary to cover (i) the facilities aggregate Variable Funding Balance of the Note RegistrarVariable Funding Notes at the time of the denominational exchange thereof or (ii) the aggregate Capped Funding Balance of any Capped Funding Notes issued in an exchange described in paragraph (d) below. The Variable Funding Balance of the Variable Funding Notes at the time of such exchange shall be the initial Capped Funding Balance of the Capped Funding Notes issued in exchange therefor. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Offered Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Offered Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01paragraph, the rights of Beneficial Owners with respect to the Book-Entry Offered Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Offered Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Offered Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Offered Noteholders and give notice to the Depository of such record dateRecord Date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository may not transfer any Offered Note except to a successor Depository that agrees to hold such Book-Entry Offered Note for the account of the Beneficial Owners. In the event that The Depository Trust Company resigns or is removed as Depository, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Depository. If no successor Depository has been appointed within 30 days after the effective date of the predecessor Depository's resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Offered Notes it beneficially owns in the manner prescribed in Section 4.08. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), shall, on original issue, execute the Offered Notes on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver the Notes to or upon the order of the Issuer. (b) On each Payment Date, the aggregate Variable Funding Balance of the Variable Funding Notes shall be increased by an amount equal to the Additional Balance Differential for such Payment Date, subject to the terms and conditions set forth below. The aggregate Variable Funding Balance of the Variable Funding Notes, including the Capped Funding Balance of the Capped Funding Notes, shall not exceed the Maximum Variable Funding Balance, and may not increase by more than $100,000 in any month unless the Indenture Trustee receives an Opinion of Counsel to the effect that such increase will not have any material adverse tax consequences to the Trust. (c) The Variable Funding Note issued on the Closing Date shall bear the Designation "VFN-1", and each Variable Funding Note issued thereafter shall bear sequential numerical designations in the order of their issuance. (d) Subject to the following conditions, the Variable Funding Notes may be exchanged pursuant to Section 4.02 for one or more Capped Funding Notes. Prior to any such exchange, the party requesting the exchange must provide an Opinion of Counsel, addressed to the Issuer and the Indenture Trustee, to the effect that the Capped Funding Notes shall qualify for federal income tax purposes as indebtedness of the Issuer and neither the Issuer nor any portion thereof will be characterized as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. Upon receipt of the Opinion of Counsel, the Indenture Trustee shall issue Capped Funding Notes with a Capped Funding Balance equal to the Capped Funding Balance permitted under such Opinion of Counsel, in minimum denominations as set forth in paragraph (a) above. The Capped Funding Notes shall bear the designation "Capped" in addition to any other applicable designation. The Capped Funding Notes shall be issued concurrently with a reduction in the aggregate Variable Funding Balance. Any Variable Funding Balance not represented by a Capped Funding Note shall result in the issuance of a new Variable Funding Note having an initial Variable Funding Balance equal to the excess of the outstanding Variable Funding Balance of the Variable Funding Note so surrendered over the initial Capped Funding Balances of the Capped Funding Notes. The Indenture Trustee and the Issuer agree to cooperate with each other, the party requesting the exchange of Variable Funding Notes for Capped Funding Notes and the Depositor, the Seller and the Owner Trustee, and to cause no unreasonable delay in issuing Capped Funding Notes in connection with this Section.

The Notes. The Book-Entry Each Class of Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Principal Balances of $25,000 and integral multiples of $1 1,000 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee and Securities Administrator may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry the Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.084.08 hereof, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee Securities Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture TrusteeSecurities Administrator, no Book-Entry Note may be transferred by the Depository except to a successor Depository Xxxxxxxxxx that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Depositor may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository's resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Notes it beneficially owns in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated by the Securities Administrator and delivered by the Securities Administrator to or upon the order of the Issuer.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in security entitlements to the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Book-Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the written consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository Xxxxxxxxxx that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the written approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Book-Entry Notes to which it has a security entitlement in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer.

The Notes. (a) The Book-Entry Offered Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will shall hold interests in the Book-Entry Offered Notes through the book-entry facilities of the Depository in minimum initial Note Balances (or Notional Balances in the case of the Class A-IO Notes) of $25,000 1,000 and integral multiples of $1 in excess thereof. Ownership The Capped Funding Notes shall be issued as physical notes in any Physical Note will be evidenced by a physical, fully registered Note transferable through form in minimum initial Capped Funding Balances of $10,000 and integral multiples of $1,000 in excess thereof, together with any additional amount necessary to cover (i) the facilities aggregate Variable Funding Balance of the Note RegistrarVariable Funding Notes at the time of the denominational exchange thereof or (ii) the aggregate Capped Funding Balance of any Capped Funding Notes issued in an exchange described in paragraph (d) below. The Variable Funding Balance of the Variable Funding Notes at the time of such exchange shall be the initial Capped Funding Balance of the Capped Funding Notes issued in exchange therefor. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Offered Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Offered Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01paragraph, the rights of Beneficial Owners with respect to the Book-Entry Offered Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Offered Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Offered Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Offered Noteholders and give notice to the Depository of such record dateRecord Date. Without the consent of the Issuer Issuing Entity and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository may not transfer any Offered Note except to a successor Depository that agrees to hold such Book-Entry Offered Note for the account of the Beneficial Owners. In the event that The Depository Trust Company resigns or is removed as Depository, the Indenture Trustee, with the approval of the Issuing Entity, may appoint a successor Depository. If no successor Depository has been appointed within 30 days after the effective date of the predecessor Depository's resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Offered Notes it beneficially owns in the manner prescribed in Section 4.08. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), shall, on original issue, execute the Offered Notes on behalf of the Issuing Entity, and the Indenture Trustee shall authenticate and deliver the Notes to or upon the order of the Issuing Entity. (b) On each Payment Date, the aggregate Variable Funding Balance of the Variable Funding Notes shall be increased by an amount equal to the Additional Balance Differential for such Payment Date, subject to the terms and conditions set forth below. The aggregate Variable Funding Balance of the Variable Funding Notes, including the Capped Funding Balance of the Capped Funding Notes, shall not exceed the Maximum Variable Funding Balance, and may not increase by more than $100,000 in any month unless the Indenture Trustee receives an Opinion of Counsel to the effect that such increase will not have any material adverse tax consequences to the Trust. (c) The Variable Funding Note issued on the Closing Date shall bear the Designation "VFN-1", and each Variable Funding Note issued thereafter shall bear sequential numerical designations in the order of their issuance. (d) Subject to the following conditions, the Variable Funding Notes may be exchanged pursuant to Section 4.02 for one or more Capped Funding Notes. Prior to any such exchange, the party requesting the exchange must provide an Opinion of Counsel, addressed to the Issuing Entity and the Indenture Trustee, to the effect that the Capped Funding Notes shall qualify for federal income tax purposes as indebtedness of the Issuing Entity and neither the Issuing Entity nor any portion thereof will be characterized as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. Upon receipt of the Opinion of Counsel, the Indenture Trustee shall issue Capped Funding Notes with a Capped Funding Balance equal to the Capped Funding Balance permitted under such Opinion of Counsel, in minimum denominations as set forth in paragraph (a) above. The Capped Funding Notes shall bear the designation "Capped" in addition to any other applicable designation. The Capped Funding Notes shall be issued concurrently with a reduction in the aggregate Variable Funding Balance. Any Variable Funding Balance not represented by a Capped Funding Note shall result in the issuance of a new Variable Funding Note having an initial Variable Funding Balance equal to the excess of the outstanding Variable Funding Balance of the Variable Funding Note so surrendered over the initial Capped Funding Balances of the Capped Funding Notes. The Indenture Trustee and the Issuing Entity agree to cooperate with each other, the party requesting the exchange of Variable Funding Notes for Capped Funding Notes and the Depositor, the Seller and the Owner Trustee, and to cause no unreasonable delay in issuing Capped Funding Notes in connection with this Section.

The Notes. The Book-Entry Each Class of Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Principal Balances of $25,000 and integral multiples of $1 1,000 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry the Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.084.08 hereof, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Depositor may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Notes it beneficially owns in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated by the Indenture Trustee and delivered by the Indenture Trustee to or upon the order of the Issuer.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Principal Balances of $25,000 and integral multiples of $1 1,000 in excess thereof. Ownership in any Physical Note will be evidenced by a physicalSubject to the last sentence of Section 4.12 , fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except In addition, subject to the last sentence of Section 4.12, except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.084.08 hereof, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event The Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository's resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Notes it beneficially owns in the manner prescribed in Section 4.08.

The Notes. The Book-Entry Each Class of Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry the Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.084.08 hereof, Beneficial Owners shall not be entitled to definitive certificates notes for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer Issuing Entity and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuing Entity may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Notes it beneficially owns in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuing Entity by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated by the Indenture Trustee and delivered by the Indenture Trustee to or upon the order of the Issuing Entity.

The Notes. (a) The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 1,000 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder Noteholder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Term Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee, at the request of the Servicer and with the approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Notes it beneficially owns in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee and upon Issuer Order, authenticated by the Note Registrar and delivered by the Indenture Trustee to or upon the order of the Issuer.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in security entitlements to the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Book-Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Book-Entry Notes to which it has a security entitlement in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated desig nated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Principal Balances of $25,000 and integral inte gral multiples of $1 1,000 in excess thereof. Ownership in any Physical Note will be evidenced by a physicalSubject to the last sentence of Section 4.12 , fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except In addition, subject to the last sentence of Section 4.12, except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.084.08 hereof, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event The Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository's resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Notes it beneficially owns in the manner prescribed in Section 4.08.

The Notes. (a) The Book-Entry Notes shall be registered in the --------- name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Principal Balances of $25,000 (________) and integral multiples of $1 (_________) in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Principal Balances of $25,000 1,000 and integral multiples of $1 1,000 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer Issuing Entity and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuing Entity may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Notes it beneficially owns in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuing Entity by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated by the Note Registrar and delivered by the Indenture Trustee to or upon the order of the Issuing Entity.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Book-Entry Notes it beneficially owns in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated by the Note Registrar and delivered by the Indenture Trustee to or upon the order of the Issuer.

The Notes. The Each Class of Notes shall be issued in the form of Book-Entry Notes and shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 100,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository (through and to its nominee) as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of the Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.084.08 hereof, Beneficial Owners shall not be entitled to definitive certificates notes for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Offered Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Offered Note for the account of the Beneficial Owners.

The Notes. (a) The Book-Entry Offered Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will shall hold interests in the Book-Entry Offered Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 1,000 and integral multiples of $1 in excess thereof. Ownership The Capped Funding Notes shall be issued as physical notes in any Physical Note will be evidenced by a physical, fully registered Note transferable through form in minimum initial Capped Funding Balances of $10,000 and integral multiples of $1,000 in excess thereof, together with any additional amount necessary to cover (i) the facilities aggregate Variable Funding Balance of the Note RegistrarVariable Funding Notes at the time of the denominational exchange thereof or (ii) the aggregate Capped Funding Balance of any Capped Funding Notes issued in an exchange described in paragraph (d) below. The Variable Funding Balance of the Variable Funding Notes at the time of such exchange shall be the initial Capped Funding Balance of the Capped Funding Notes issued in exchange therefor. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Offered Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Offered Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01paragraph, the rights of Beneficial Owners with respect to the Book-Entry Offered Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Offered Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Offered Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Offered Noteholders and give notice to the Depository of such record dateRecord Date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository may not transfer any Offered Note except to a successor Depository that agrees to hold such Book-Entry Offered Note for the account of the Beneficial Owners. In the event that The Depository Trust Company resigns or is removed as Depository, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Depository. If no successor Depository has been appointed within 30 days after the effective date of the predecessor Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Offered Notes it beneficially owns in the manner prescribed in Section 4.08. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), shall, on original issue, execute the Offered Notes on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver the Notes to or upon the order of the Issuer. (b) On each Payment Date, the aggregate Variable Funding Balance of the Variable Funding Notes shall be increased by an amount equal to the applicable Additional Balance Differential for such Payment Date, subject to the terms and conditions set forth below. The aggregate Variable Funding Balance of each class of Variable Funding Notes in the aggregate, including the Capped Funding Balance of the Capped Funding Notes, shall not exceed the applicable Maximum Variable Funding Balance. (c) The Variable Funding Notes issued on the Closing Date shall bear the Designation “VFN-1” and each Variable Funding Note issued thereafter shall bear sequential numerical designations in the order of their issuance. (d) Subject to the following conditions, the Variable Funding Notes may be exchanged pursuant to Section 4.02 herein for one or more Capped Funding Notes. Prior to any such exchange, the party requesting the exchange must provide an Opinion of Counsel, addressed to the Issuer and the Indenture Trustee, to the effect that the Capped Funding Notes shall qualify for federal income tax purposes as indebtedness of the Issuer and neither the Issuer nor any portion thereof will be characterized as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. Upon receipt of the Opinion of Counsel, the Indenture Trustee shall issue Capped Funding Notes with a Capped Funding Balance equal to the Capped Funding Balance permitted under such Opinion of Counsel, in minimum denominations as set forth in paragraph (a) above. The Capped Funding Notes shall bear the designation “Capped” in addition to any other applicable designation. The Capped Funding Notes shall be issued concurrently with a reduction in the aggregate related Variable Funding Balance. Any Variable Funding Balance not represented by a Capped Funding Note shall result in the issuance of a new Variable Funding Note having an initial Variable Funding Balance equal to the excess of the outstanding Variable Funding Balance of the Variable Funding Note so surrendered over the initial Capped Funding Balances of the Capped Funding Notes. The Indenture Trustee and the Issuer agree to cooperate with each other, the party requesting the exchange of Variable Funding Notes for Capped Funding Notes and the Depositor, the Seller and the Owner Trustee, and to cause no unreasonable delay in issuing Capped Funding Notes in connection with this Section.

The Notes. The Book-Entry Notes shall will be registered substantially in the name forms annexed hereto as Exhibits A-1 through A-4. The Notes of a nominee designated each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Note will share ratably in all rights of the related Class. The Notes shall, on original issue, be executed on behalf of the Issuer by the Depository. Beneficial Owners will hold interests Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated by the Book-Entry Notes through Indenture Trustee and delivered by the book-entry facilities Indenture Trustee to or upon the order of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note RegistrarIssuer. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Note Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the The rights of Beneficial Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Note Owners and the Depository Participants and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial brokerage firms representing such Note Owners. Requests Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Beneficial Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and shall give notice to the Depository of such record date. Without In the consent event The Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to appoint a successor Depository. If no successor Depository that agrees to hold such Book-Entry Note for the account has been appointed within 30 days of the Beneficial Ownerseffective date of the Depository's resignation or removal, each Note Owner shall be entitled to notes representing the Notes it beneficially owns in the manner prescribed in Section 4.08.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests security entitlements in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Book-Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Book-Entry Notes to which it has a security entitlement in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer.

The Notes. (a) The Book-Entry Offered Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will shall hold interests in the Book-Entry Offered Notes through the book-entry facilities of the Depository in minimum initial Note Balances (or Notional Balances in the case of the Class A-IO Notes) of $25,000 1,000 and integral multiples of $1 in excess thereof. Ownership The Capped Funding Notes shall be issued as physical notes in any Physical Note will be evidenced by a physical, fully registered Note transferable through form in minimum initial Capped Funding Balances of $10,000 and integral multiples of $1,000 in excess thereof, together with any additional amount necessary to cover (i) the facilities aggregate Variable Funding Balance of the Note RegistrarVariable Funding Notes at the time of the denominational exchange thereof or (ii) the aggregate Capped Funding Balance of any Capped Funding Notes issued in an exchange described in paragraph (d) below. The Variable Funding Balance of the Variable Funding Notes at the time of such exchange shall be the initial Capped Funding Balance of the Capped Funding Notes issued in exchange therefor. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Offered Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Offered Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01paragraph, the rights of Beneficial Owners with respect to the Book-Entry Offered Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Offered Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Offered Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Offered Noteholders and give notice to the Depository of such record dateRecord Date. Without the consent of the Issuer Issuer, the Enhancer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository may not transfer any Offered Note except to a successor Depository Xxxxxxxxxx that agrees to hold such Book-Entry Offered Note for the account of the Beneficial Owners. In the event that The Depository Trust Company resigns or is removed as Depository, the Indenture Trustee, with the approval of the Issuer and the Enhancer, may appoint a successor Depository. If no successor Depository has been appointed within 30 days after the effective date of the predecessor Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Offered Notes it beneficially owns in the manner prescribed in Section 4.08. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), shall, on original issue, execute the Offered Notes on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver the Notes to or upon the order of the Issuer. (b) On each Payment Date, the aggregate Variable Funding Balance of the Variable Funding Notes shall be increased by an amount equal to the Additional Balance Differential for such Payment Date, subject to the terms and conditions set forth below. The aggregate Variable Funding Balance of the Variable Funding Notes, including the Capped Funding Balance of the Capped Funding Notes, shall not exceed the Maximum Variable Funding Balance, and may not increase by more than $100,000 in any month unless the Indenture Trustee receives an Opinion of Counsel to the effect that such increase will not have any material adverse tax consequences to the Trust. (c) The Variable Funding Note issued on the Closing Date shall bear the Designation "VFN-1", and each Variable Funding Note issued thereafter shall bear sequential numerical designations in the order of their issuance. (d) Subject to the following conditions, the Variable Funding Notes may be exchanged pursuant to Section 4.02 for one or more Capped Funding Notes. Prior to any such exchange, the party requesting the exchange must provide an Opinion of Counsel, addressed to the Issuer, the Enhancer and the Indenture Trustee, to the effect that the Capped Funding Notes shall qualify for federal income tax purposes as indebtedness of the Issuer and neither the Issuer nor any portion thereof will be characterized as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. Upon receipt of the Opinion of Counsel, the Indenture Trustee shall issue Capped Funding Notes with a Capped Funding Balance equal to the Capped Funding Balance permitted under such Opinion of Counsel, in minimum denominations as set forth in paragraph (a) above. The Capped Funding Notes shall bear the designation "Capped" in addition to any other applicable designation. The Capped Funding Notes shall be issued concurrently with a reduction in the aggregate Variable Funding Balance. Any Variable Funding Balance not represented by a Capped Funding Note shall result in the issuance of a new Variable Funding Note having an initial Variable Funding Balance equal to the excess of the outstanding Variable Funding Balance of the Variable Funding Note so surrendered over the initial Capped Funding Balances of the Capped Funding Notes. The Indenture Trustee and the Issuer agree to cooperate with each other, the party requesting the exchange of Variable Funding Notes for Capped Funding Notes and the Depositor, the Seller and the Owner Trustee, and to cause no unreasonable delay in issuing Capped Funding Notes in connection with this Section.

The Notes. The Each Class of Notes shall be issued in the form of Book-Entry Notes and shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository (through and to its nominee) as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of the Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.084.08 hereof, Beneficial Owners shall not be entitled to definitive certificates notes for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Offered Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Offered Note for the account of the Beneficial Owners.

The Notes. (a) The Book-Entry Offered Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will shall hold interests in the Book-Entry Offered Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 1,000 and integral multiples of $1 in excess thereof. Ownership The Capped Funding Notes shall be issued as physical notes in any Physical Note will be evidenced by a physical, fully registered Note transferable through form in minimum initial Capped Funding Balances of $10,000 and integral multiples of $1,000 in excess thereof, together with any additional amount necessary to cover (i) the facilities aggregate Variable Funding Balance of the Note RegistrarVariable Funding Notes at the time of the denominational exchange thereof or (ii) the aggregate Capped Funding Balance of any Capped Funding Notes issued in an exchange described in paragraph (d) below. The Variable Funding Balance of the Variable Funding Notes at the time of such exchange shall be the initial Capped Funding Balance of the Capped Funding Notes issued in exchange therefor. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Offered Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Offered Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01paragraph, the rights of Beneficial Owners with respect to the Book-Entry Offered Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Offered Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Offered Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Offered Noteholders and give notice to the Depository of such record dateRecord Date. Without the consent of the Issuer Issuer, the Enhancer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository may not transfer any Offered Note except to a successor Depository Xxxxxxxxxx that agrees to hold such Book-Entry Offered Note for the account of the Beneficial Owners. In the event that The Depository Trust Company resigns or is removed as Depository, the Indenture Trustee, with the approval of the Issuer and the Enhancer, may appoint a successor Depository. If no successor Depository has been appointed within 30 days after the effective date of the predecessor Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Offered Notes it beneficially owns in the manner prescribed in Section 4.08. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), shall, on original issue, execute the Offered Notes on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver the Notes to or upon the order of the Issuer. (b) On each Payment Date, the aggregate Variable Funding Balance of the Variable Funding Notes shall be increased by an amount equal to the applicable Additional Balance Differential for such Payment Date, subject to the terms and conditions set forth below. The aggregate Variable Funding Balance of each class of Variable Funding Notes in the aggregate, including the Capped Funding Balance of the Capped Funding Notes, shall not exceed the applicable Maximum Variable Funding Balance. (c) The Variable Funding Notes issued on the Closing Date shall bear the Designation “VFNI-1”, and each Variable Funding Note issued thereafter shall bear sequential numerical designations in the order of their issuance. (d) Subject to the following conditions, the Variable Funding Notes may be exchanged pursuant to Section 4.02 for one or more Capped Funding Notes. Prior to any such exchange, the party requesting the exchange must provide an Opinion of Counsel, addressed to the Issuer, the Enhancer and the Indenture Trustee, to the effect that the Capped Funding Notes shall qualify for federal income tax purposes as indebtedness of the Issuer and neither the Issuer nor any portion thereof will be characterized as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. Upon receipt of the Opinion of Counsel, the Indenture Trustee shall issue Capped Funding Notes with a Capped Funding Balance equal to the Capped Funding Balance permitted under such Opinion of Counsel, in minimum denominations as set forth in paragraph (a) above. The Capped Funding Notes shall bear the designation “Capped” in addition to any other applicable designation. The Capped Funding Notes shall be issued concurrently with a reduction in the aggregate related Variable Funding Balance. Any Variable Funding Balance not represented by a Capped Funding Note shall result in the issuance of a new Variable Funding Note having an initial Variable Funding Balance equal to the excess of the outstanding Variable Funding Balance of the Variable Funding Note so surrendered over the initial Capped Funding Balances of the Capped Funding Notes. The Indenture Trustee and the Issuer agree to cooperate with each other, the party requesting the exchange of Variable Funding Notes for Capped Funding Notes and the Depositor, the Seller and the Owner Trustee, and to cause no unreasonable delay in issuing Capped Funding Notes in connection with this Section.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository as set forth in Section 4.06 herein. The minimum initial Note Balances of with respect to the Class A Notes and the Class M-1 Notes shall be $25,000 and integral multiples of $1 in excess thereof. Ownership , with respect to the Class M-2 Notes, Class M-3 Notes, Class M-4 Notes and Class M-5 Notes shall be $250,000 and integral multiples of $1 in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrarexcess thereof. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.

The Notes. (a) The Book-Entry Class A Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Class A Notes through the book-entry facilities of the Depository in minimum initial Note Principal Balances of $25,000 100,000 and integral multiples of $1 1,000 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Class A Notes for the purposes of exercising the rights of Holders of Book-Entry Class A Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Class A Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Class A Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Class A Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Class A Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Class A Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository's resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Class A Notes it beneficially owns in the manner prescribed in Section 4.08. (b) The Class B Notes shall be registered in the name of the Holders thereof in minimum initial Principal Balances of $100,000 and integral multiples of $1,000 in excess thereof. The Class B Notes will be issued on the Closing Date in the form of a single typewritten Definitive Note, which will be purchased by and registered in the name of Household Finance Corporation.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in security entitlements to the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Initial Note Balances or Initial Class A-IO Notional Amount, as applicable, of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Book-Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository's resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Book-Entry Notes to which it has a security entitlement in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer.

The Notes. (a) The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Principal Balances of $25,000 [________] and integral multiples of $1 [_________] in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuer may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository's

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 1,000 in excess thereof. Ownership , for the Class A Notes, and minimum initial Note Balances of $250,000 and integral multiples of $1,000 in any Physical Note will be evidenced by a physicalexcess thereof, fully registered Note transferable through for the facilities of the Note RegistrarClass M Notes and Class B Notes. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder Noteholder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee, at the request of the Servicer and with the approval of the Issuer, may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Each Beneficial Owners Owner will hold interests an interest in the Book-Entry such Notes through the book-entry facilities of the Depository in a minimum initial Note Balances Balance of $25,000 and integral multiples of $1 1,000 in excess thereof and with respect to the Class A-IO Notes, a Notional Amount equal to $2,000,000 and in integral multiples of $1,000,000 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder Noteholder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee, at the request of the Servicer and with the approval of the Issuer, may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository's resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Notes it beneficially owns in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuer by the Owner Trustee, not in its individual capacity but solely as Owner Trustee and upon Issuer Order, authenticated by the Note Registrar and delivered by the Indenture Trustee to or upon the order of the Issuer.

The Notes. (a) The Book-Entry Offered Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will shall hold interests in the BookOffered Notes other than the Class IIA-Entry IO Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 1,000 and integral multiples of $1 in excess thereof. Ownership Beneficial Owners shall hold interests in any Physical Note will be evidenced by a physical, fully registered Note transferable the Class IIA-IO Notes through the book-entry facilities of the Note RegistrarDepository in minimum initial Percentage Interests of 5% and integral multiples of 5% in excess thereof. The Capped Funding Notes shall be issued as physical notes in fully registered form in minimum initial Capped Funding Balances of $10,000 and integral multiples of $1,000 in excess thereof, together with any additional amount necessary to cover (i) the aggregate Variable Funding Balance of the Variable Funding Notes at the time of the denominational exchange thereof or (ii) the aggregate Capped Funding Balance of any Capped Funding Notes issued in an exchange described in paragraph (d) below. The Variable Funding Balance of the Variable Funding Notes at the time of such exchange shall be the initial Capped Funding Balance of the Capped Funding Notes issued in exchange therefor. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Offered Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Offered Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01paragraph, the rights of Beneficial Owners with respect to the Book-Entry Offered Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Offered Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Offered Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Offered Noteholders and give notice to the Depository of such record dateRecord Date. Without the consent of the Issuer Issuer, the Enhancer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository may not transfer any Offered Note except to a successor Depository that agrees to hold such Book-Entry Offered Note for the account of the Beneficial Owners. In the event that The Depository Trust Company resigns or is removed as Depository, the Indenture Trustee, with the approval of the Issuer and the Enhancer, may appoint a successor Depository. If no successor Depository has been appointed within 30 days after the effective date of the predecessor Depository's resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Offered Notes it beneficially owns in the manner prescribed in Section 4.08. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), shall, on original issue, execute the Offered Notes on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver the Notes to or upon the order of the Issuer. (b) On each Payment Date, the aggregate Variable Funding Balance of the Variable Funding Notes shall be increased by an amount equal to the Additional Balance Differential for such Payment Date, subject to the terms and conditions set forth below. The aggregate Variable Funding Balance of the Variable Funding Notes, including the Capped Funding Balance of the Capped Funding Notes, shall not exceed the Maximum Variable Funding Balance. (c) The Variable Funding Note issued on the Closing Date shall bear the Designation "VFN-1", and each Variable Funding Note issued thereafter shall bear sequential numerical designations in the order of their issuance. (d) Subject to the following conditions, the Variable Funding Notes may be exchanged pursuant to Section 4.02 for one or more Capped Funding Notes. Prior to any such exchange, the party requesting the exchange must provide an Opinion of Counsel, addressed to the Issuer, the Enhancer and the Indenture Trustee, to the effect that the Capped Funding Notes shall qualify for federal income tax purposes as indebtedness of the Issuer and neither the Issuer nor any portion thereof will be characterized as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. Upon receipt of the Opinion of Counsel, the Indenture Trustee shall issue Capped Funding Notes with a Capped Funding Balance equal to the Capped Funding Balance permitted under such Opinion of Counsel, in minimum denominations as set forth in paragraph (a) above. The Capped Funding Notes shall bear the designation "Capped" in addition to any other applicable designation. The Capped Funding Notes shall be issued concurrently with a reduction in the aggregate Variable Funding Balance. Any Variable Funding Balance not represented by a Capped Funding Note shall result in the issuance of a new Variable Funding Note having an initial Variable Funding Balance equal to the excess of the outstanding Variable Funding Balance of the Variable Funding Note so surrendered over the initial Capped Funding Balances of the Capped Funding Notes. The Indenture Trustee and the Issuer agree to cooperate with each other, the party requesting the exchange of Variable Funding Notes for Capped Funding Notes and the Depositor, the Seller and the Owner Trustee, and to cause no unreasonable delay in issuing Capped Funding Notes in connection with this Section.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date Record Date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record dateRecord Date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Book-Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer Issuing Entity and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.

The Notes. The Book-Entry Notes shall will be registered substantially in the name forms annexed hereto as Exhibits A-1 through A-15. The Notes of a nominee designated each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Note will share ratably in all rights of the related Class. The Notes shall, on original issue, be executed on behalf of the Issuer by the Depository. Beneficial Owners will hold interests Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated by the Book-Entry Notes through Indenture Trustee and delivered by the book-entry facilities Indenture Trustee to or upon the order of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note RegistrarIssuer. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Note Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the The rights of Beneficial Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Note Owners and the Depository Participants and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial brokerage firms representing such Note Owners. Requests Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Beneficial Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and shall give notice to the Depository of such record date. Without In the consent event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to appoint a successor Depository. If no successor Depository that agrees to hold such Book-Entry Note for the account has been appointed within 30 days of the Beneficial Ownerseffective date of the Depository's resignation or removal, each Note Owner shall be entitled to notes representing the Notes it beneficially owns in the manner prescribed in Section 4.08.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer Issuing Entity and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository Dxxxxxxxxx that agrees to hold such Book-Entry Note for the account of the Beneficial Owners. In the event the Depository Trust Company resigns or is removed as Depository, the Indenture Trustee with the approval of the Issuing Entity may appoint a successor Depository. If no successor Depository has been appointed within 30 days of the effective date of the Depository's resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Book-Entry Notes it beneficially owns in the manner prescribed in Section 4.08. The Notes shall, on original issue, be executed on behalf of the Issuing Entity by the Owner Trustee, not in its individual capacity but solely as Owner Trustee, authenticated by the Note Registrar and delivered by the Indenture Trustee to or upon the order of the Issuing Entity.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 in excess thereof. Ownership in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes and give notice to the Depository of such record date. Without the consent of the Issuer Issuing Entity and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial xxx Xxxxxicial Owners.

The Notes. The Book-Entry Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 and integral multiples of $1 1,000 in excess thereof. Ownership , for the Class A Notes and Class M-1 Notes, and minimum initial Note Balances of $250,000 and integral multiples of $1,000 in any Physical Note will be evidenced by a physicalexcess thereof, fully registered Note transferable through for the facilities of the Note RegistrarClass M-2 Notes and Class B Notes. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder Noteholder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.

The Notes. The Book-Entry Class A Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Book-Entry Notes through the book-entry facilities of the Depository in minimum initial Note Balances Denominations of $25,000 100,000 and integral multiples of $1 in excess thereof. Ownership Initially, registered Holders will hold interests in any Physical Note will be evidenced by a physical, fully registered Note transferable through the facilities Class M Notes in physical form in minimum Denominations of the Note Registrar$250,000 and integral multiples of $1 in excess thereof. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Book-Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Notes for the purposes of exercising the rights of Holders of Book-Entry the Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.084.08 hereof, Beneficial Owners shall not be entitled to definitive certificates Definitive Notes in exchange for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Noteholders and give notice to the Depository of such record date. Without Other than pursuant to Section 4.08, without the consent of the Issuer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository except to a successor Depository depository that agrees to hold such Book-Entry Note for the account of the Beneficial Owners.

The Notes. (a) The Book-Entry Offered Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will shall hold interests in the BookOffered Notes other than the Class IIA-Entry IO Notes through the book-entry facilities of the Depository in minimum initial Note Balances of $25,000 1,000 and integral multiples of $1 in excess thereof. Ownership Beneficial Owners shall hold interests in any Physical Note will be evidenced by a physical, fully registered Note transferable the Class IIA-IO Notes through the book-entry facilities of the Note RegistrarDepository in minimum initial Percentage Interests of 5% and integral multiples of 5% in excess thereof. The Capped Funding Notes shall be issued as physical notes in fully registered form in minimum initial Capped Funding Balances of $10,000 and integral multiples of $1,000 in excess thereof, together with any additional amount necessary to cover (i) the aggregate Variable Funding Balance of the Variable Funding Notes at the time of the denominational exchange thereof or (ii) the aggregate Capped Funding Balance of any Capped Funding Notes issued in an exchange described in paragraph (d) below. The Variable Funding Balance of the Variable Funding Notes at the time of such exchange shall be the initial Capped Funding Balance of the Capped Funding Notes issued in exchange therefor. The Indenture Trustee may for all purposes (including the making of payments due on the Book- Entry Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Book-Entry Offered Notes for the purposes of exercising the rights of Holders of Book-Entry Notes Offered Noteholders hereunder. Except as provided in the next succeeding paragraph of this Section 4.01paragraph, the rights of Beneficial Owners with respect to the Book-Entry Offered Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Book-Entry Offered Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Offered Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Holders of the Book-Entry Notes Offered Noteholders and give notice to the Depository of such record dateRecord Date. Without the consent of the Issuer Issuer, the Enhancer and the Indenture Trustee, no Book-Entry Note may be transferred by the Depository may not transfer any Offered Note except to a successor Depository that agrees to hold such Book-Entry Offered Note for the account of the Beneficial Owners. In the event that The Depository Trust Company resigns or is removed as Depository, the Indenture Trustee, with the approval of the Issuer and the Enhancer, may appoint a successor Depository. If no successor Depository has been appointed within 30 days after the effective date of the predecessor Depository’s resignation or removal, each Beneficial Owner shall be entitled to certificates representing the Offered Notes it beneficially owns in the manner prescribed in Section 4.08. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), shall, on original issue, execute the Offered Notes on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver the Notes to or upon the order of the Issuer. (b) On each Payment Date, the aggregate Variable Funding Balance of the Variable Funding Notes shall be increased by an amount equal to the applicable Additional Balance Differential for such Payment Date, subject to the terms and conditions set forth below. The aggregate Variable Funding Balance of each class of Variable Funding Notes in the aggregate, including the Capped Funding Balance of the Capped Funding Notes, shall not exceed the applicable Maximum Variable Funding Balance. (c) The Variable Funding Notes issued on the Closing Date shall bear the Designation “VFNI-1” with respect to Group I and “VFNII-1” with respect to Group II, and each Variable Funding Note issued thereafter shall bear sequential numerical designations in the order of their issuance. (d) Subject to the following conditions, the Variable Funding Notes may be exchanged pursuant to Section 4.02 for one or more Capped Funding Notes. Prior to any such exchange, the party requesting the exchange must provide an Opinion of Counsel, addressed to the Issuer, the Enhancer and the Indenture Trustee, to the effect that the Capped Funding Notes shall qualify for federal income tax purposes as indebtedness of the Issuer and neither the Issuer nor any portion thereof will be characterized as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. Upon receipt of the Opinion of Counsel, the Indenture Trustee shall issue Capped Funding Notes with a Capped Funding Balance equal to the Capped Funding Balance permitted under such Opinion of Counsel, in minimum denominations as set forth in paragraph (a) above. The Capped Funding Notes shall bear the designation “Capped” in addition to any other applicable designation. The Capped Funding Notes shall be issued concurrently with a reduction in the aggregate related Variable Funding Balance. Any Variable Funding Balance not represented by a Capped Funding Note shall result in the issuance of a new Variable Funding Note having an initial Variable Funding Balance equal to the excess of the outstanding Variable Funding Balance of the Variable Funding Note so surrendered over the initial Capped Funding Balances of the Capped Funding Notes. The Indenture Trustee and the Issuer agree to cooperate with each other, the party requesting the exchange of Variable Funding Notes for Capped Funding Notes and the Depositor, the Seller and the Owner Trustee, and to cause no unreasonable delay in issuing Capped Funding Notes in connection with this Section.