Common use of Definitive Certificates Clause in Contracts

Definitive Certificates. If (i) the Administrator advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and the Trust is unable to locate a qualified successor; (ii) the Administrator, at its option, advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificate by the Clearing Agency, accompanied by registration instructions, the Trust shall execute and the Certificate Registrar shall authenticate the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate Register, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Definitive Certificates. If (a) Except with respect to the Retained Certificate (which will be originally issued as a Definitive Certificate), if (i) the Administrator Depositor advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates Certificates, and the Trust Depositor is unable to locate a qualified successor; successor or (ii) the Administrator, Depositor at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by re-registration instructions, the Trust Issuer shall execute and the Certificate Registrar shall authenticate the Definitive Certificates representing the Certificates in accordance with the instructions of the Clearing Agency. None of the TrustIssuer, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by representing the Certificate Registrar in the Certificate RegisterCertificates, the Owner Trustee shall recognize the such Holders of the Definitive Certificates as the applicable Certificateholders.

Definitive Certificates. If (a) As described in Section 3.3, the Certificates shall initially be issued as Definitive Certificates. Furthermore, if (i) the Administrator Depositor advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the any Book-Entry Certificates Certificates, and the Trust Depositor is unable to locate a qualified successor; successor or (ii) the Administrator, Depositor at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all effected Certificate Owners, the Certificate Registrar, Registrar and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates representing the Book-Entry Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by re-registration instructions, the Trust shall execute and the Certificate Registrar shall authenticate Definitive Certificates representing the Definitive applicable Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate Register, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Definitive Certificates. If (i) DTC or the Administrator Depositor advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-–Entry Certificates and the Trust Depositor or the Owner Trustee is unable to locate a qualified successor; successor or (ii) the Administrator, Trust at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-–entry system through the Clearing Agency; or (iii) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten Certificate or Certificates representing the Book-–Entry Certificate Certificates by the Clearing Agency, accompanied by registration instructions, the Trust Owner Trustee shall execute cause the execution and the Certificate Registrar shall authenticate authentication of the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate RegisterCertificates, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Definitive Certificates. (a) If (i) the Administrator Depositor advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates Certificates, and the Trust Depositor is unable to locate a qualified successor; successor or (ii) the Administrator, Depositor at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by re-registration instructions, the Trust Issuer shall execute and the Certificate Registrar Owner Trustee shall authenticate Definitive Certificates representing the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the TrustIssuer, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by representing the Certificate Registrar in the Certificate RegisterCertificates, the Owner Trustee shall recognize the such Holders of the Definitive Certificates as the applicable Certificateholders.

Definitive Certificates. If (ia) the Administrator advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and the Trust Administrator is unable to locate a qualified successor; , (iib) the Administrator, Administrator at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; , or (iiic) after the occurrence of an Event of Default or a Servicer Default, Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Voting Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests interest of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten printed Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by registration instructions, the Trust Owner Trustee shall execute and the Certificate Registrar shall authenticate the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, Neither the Certificate Registrar or nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate RegisterCertificates, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Definitive Certificates. If (i) the Administrator advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates Certificates, and the Trust Administrator is unable to locate a qualified successor; , (ii) the Administrator, Administrator at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Voting Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests interest of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by registration instructions, the Trust Owner Trustee shall execute and the Certificate Registrar shall authenticate the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, Neither the Certificate Registrar or nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate RegisterCertificates, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Definitive Certificates. (a) If (i) the Administrator Seller advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates Certificates, and the Trust Seller is unable to locate a qualified successor; successor or (ii) the Administrator, Seller at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by re-registration instructions, the Trust Issuer shall execute and the Certificate Registrar Owner Trustee shall authenticate the Definitive Certificates representing the Certificates in accordance with the instructions of the Clearing Agency. None of the TrustIssuer, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by representing the Certificate Registrar in the Certificate RegisterCertificates, the Owner Trustee shall recognize the such Holders of the Definitive Certificates as the applicable Certificateholders.

Definitive Certificates. If With respect to any Book-Entry Certificates, if (i) the Administrator advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the such Book-Entry Certificates and the Trust Administrator is unable to locate a qualified successor; successor or (ii) after the Administratoroccurrence of an Event of Default or an Event of Servicing Termination, at its option, advises Certificate Owners with respect to Book-Entry Certificates evidencing beneficial interests aggregating not less than a majority of the Certificate Balance advise the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to the Certificate Owners requesting the sameOwners. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by registration instructions, the Trust Owner Trustee shall execute execute, authenticate and the Certificate Registrar shall authenticate deliver the Definitive Certificates in accordance with the written instructions of the Clearing Agency. None of the Trust, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the to Certificate Registrar in the Certificate RegisterOwners, the Owner Trustee shall recognize the Holders holders of the such Definitive Certificates as Certificateholders.

Definitive Certificates. If (i) the Administrator Servicer advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates Certificates, and the Trust Servicer is unable to locate a qualified successor; , (ii) the Administrator, Servicer at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; Depository, or (iii) after the occurrence of an Event of Default or an Event of Termination, Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust Certificate Balance advise the Clearing Agency Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests interest of the Certificate Owners, then the Clearing Agency Depository shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing AgencyDepository, accompanied by registration instructions, the Trust Owner Trustee shall execute and the Certificate Registrar shall authenticate the Definitive Certificates in accordance with the instructions of the Clearing AgencyDepository. None of the Trust, Neither the Certificate Registrar or nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate RegisterCertificates, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Definitive Certificates. If (i) the Administrator advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and the Trust is unable to locate a qualified successor; (ii) the Administrator, at its option, advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificate by the Clearing Agency, accompanied by registration instructions, the Trust shall execute and the Certificate Registrar Owner Trustee shall authenticate the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate Register, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Definitive Certificates. If (i) the Administrator advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates Certificates, and the Trust Administrator is unable to locate a qualified successor; , (ii) the Administrator, Administrator at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating at least a majority 50% of the Percentage Interests in Class Principal Balance of the Trust Certificates advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests interest of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of the Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by registration instructions, the Trust Owner Trustee shall execute and the Certificate Registrar shall authenticate the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, Neither the Certificate Registrar or nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate Register, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.Definitive

Definitive Certificates. If (ia) the Administrator advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and the Trust is unable to locate a qualified successor; , (iib) the Administrator, at its option, advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; , or (iiic) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificate by the Clearing Agency, accompanied by registration instructions, the Trust shall execute and the Certificate Registrar shall authenticate the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate Register, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Definitive Certificates. If Book-Entry Certificates have been issued pursuant to Section 6.11 and if (ii)(A) the Administrator Transferor advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities with respect to under the Book-Entry Certificates Depository Agreement, and (B) the Trust Trustee or the Transferor is unable to locate a qualified successor; successor (which successor must be treated as maintaining a book-entry system within the meaning of Section 163(f)(3) of the Internal Revenue Code), (ii) the Administrator, Transferor at its option, advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; Agency with respect to the Certificates or (iii) after the occurrence of a Servicer Default, Certificate Owners representing beneficial interests aggregating at least a majority more than 50% of the Percentage Interests in Invested Amount of any Series advise the Trust advise Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency Trustee shall notify all Certificate Owners, Certificate Registrarthrough each applicable Clearing Agency, and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Trustee of the typewritten Certificate or Investor Certificates representing the Book-Entry Certificate by the Clearing Agency, accompanied by registration instructionsinstructions from the Clearing Agency for registration, the Trust Trustee shall execute and the Certificate Registrar shall authenticate issue the Definitive Certificates in accordance with Certificates. Neither the instructions of the Clearing Agency. None of the TrustTransferor, the Certificate Transfer Agent and Registrar or nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate RegisterCertificates, the Owner Trustee shall recognize the Holders of the Definitive Certificates as CertificateholdersCertificateholders hereunder.

Definitive Certificates. If (i) the Depositor, the Administrator or the Servicer advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and the Trust Administrator is unable to locate a qualified successor; , (ii) the AdministratorDepositor, at its option, advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; Agency or (iii) after the occurrence of a Servicer Termination Event, Certificate Owners representing beneficial interests aggregating at least a majority not less than 51% of the Percentage Interests in Certificate Balance advise the Trust advise Owner Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the such Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee in writing of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by registration instructions, the Trust Owner Trustee shall execute and the Certificate Registrar shall authenticate the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the TrustIssuer, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate RegisterCertificates, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Definitive Certificates. (a) If (i) the Administrator Depositor advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates Certificates, and the Trust Depositor is unable to locate a qualified successor; successor or (ii) the Administrator, Depositor at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by re-registration instructions, the Trust Issuer shall execute and the Certificate Registrar Owner Trustee shall authenticate Definitive Certificates representing the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the TrustIssuer, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by representing the Certificate Registrar in the Certificate RegisterCertificates, the Owner Trustee shall recognize the such Holders of the Definitive Certificates as the applicable Certificateholders. Regulation S Book-Entry Certificates may not be issued as Definitive Certificates until the expiration of the Regulation S Restricted Period.

Definitive Certificates. (a) If (i) the Administrator Trust Depositor advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates Trust Certificates, and the Trust Depositor is unable to locate a qualified successor; successor or (ii) the Administrator, Trust Depositor at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) Certificate Owners representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Beneficial Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates representing the Trust Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten Trust Certificate or Trust Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by re-registration instructions, the Trust shall execute and the Certificate Registrar Owner Trustee shall authenticate Definitive Certificates representing the Definitive Trust Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by representing the Certificate Registrar in the Certificate RegisterTrust Certificates, the Owner Trustee shall recognize the Holders such holders of the Definitive Certificates as the applicable Certificateholders.

Definitive Certificates. If (ia) the Administrator Servicer advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates Certificates, and the Trust Servicer is unable to locate a qualified successor; , (iib) the Administrator, Servicer at its option, option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency; Agency or (iiic) Certificate after the occurrence of an Event of Default, Owners of Certificates representing beneficial interests aggregating at least a majority of the Percentage Interests in the Trust Certificate Balance advise the Clearing Agency and Owner Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests interest of the Certificate OwnersOwners of Certificates, then the Clearing Agency shall notify all Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of the Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Owner Trustee of the typewritten Certificate or Certificates representing the Book-Entry Certificate Certificates by the Clearing Agency, accompanied by registration instructions, the Trust Owner Trustee shall execute and the Certificate Registrar shall authenticate authenticate, or cause to be authenticated, the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, the Neither Certificate Registrar or the nor Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate Register, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.such

Definitive Certificates. If If, with respect to Book Entry Certificates, (i) the Administrator advises the Owner Trustee and the Certificate Registrar is notified in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates such Certificates, and the Trust Trustee is unable to locate a qualified successor; , (ii) the AdministratorTrustee, at its is option, advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-book entry system through the Clearing Agency; Agency or (iii) [after the occurrence of an Event of Default or a Servicer Default], Certificate Owners representing beneficial interests aggregating at least a majority Majority of the Percentage Interests in the Trust Holders advise the Clearing Agency in writing that the continuation of a book-book entry system through the Clearing Agency is no longer in the best interests of the such Certificate Owners, then the Clearing Agency shall notify all such Certificate Owners, Certificate Registrar, Owners and the Owner Trustee of the occurrence of any such event and of the availability of definitive fully registered Certificates ("Definitive Certificates Certificates") to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Trustee of the typewritten Certificate or Certificates representing the Book-Book Entry Certificate Certificates by the Clearing Agency, accompanied by registration instructions, the Trust Trustee shall execute and the Certificate Registrar shall authenticate the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Trust, Neither the Certificate Registrar or nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates and their registration by the Certificate Registrar in the Certificate RegisterCertificates, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.