Common use of Definitive Notes Clause in Contracts

Definitive Notes. If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunder.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i)(Ai) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, successor or (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Defaultan Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority not less than 51% of the Outstanding Amount principal amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuer, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Security Balances of such the Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then, in each case, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, successor or (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Defaultan Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority not less than 51% of the Outstanding Amount principal amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuer, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If In the case of the Book-Entry Notes, if (i)(Ai) the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Owner Trustee nor and the Administrator is able are unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises the Indenture Trustee each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency (including, for the avoidance of doubt, in accordance with Section 2.04(i)) or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Class of the Book-Entry Notes, advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. None of the Indenture Trustee, Issuer or Administrator shall be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders hereunderwill be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. If (i)(Ai) the Issuer, the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Defaultan Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority not less than 51% of the Outstanding Amount principal amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Any portion of a Book-Entry Note transferred or exchanged pursuant to this Section 2.13 shall be executed, authenticated and delivered only in the minimum denominations and integral multiples set forth in Section 2.2(d). Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is able to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Event of Default, a Servicer Default or a Servicer an Administrator Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the applicable Notes advise the Indenture Trustee and the applicable Clearing Agency Participants through (which shall then notify the Clearing Agency, Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee shall cause such Clearing Agency to notify all Note Owners of the related Class of Notes cleared, through the such Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the such Clearing Agency, which shall include, without limitation, the identity and payment instructions for all Noteholders of the applicable Notes. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunderNoteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. Any Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes applicable Note Depository Agreement, and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, (ii) the Administrator at or the Owner Trustee, as applicable, notifies the Clearing Agency of its option advises the Indenture Trustee in writing that it elects intent to terminate the book-entry system through the Clearing Agency and requests a withdrawal of the Book-Entry Notes held by the Clearing Agency, and after receipt by the Clearing Agency Participants of a notice issued by the Clearing Agency notifying the Clearing Agency Participants of such withdrawal request, the Clearing Agency Participants holding beneficial interests in the Book-Entry Notes agree to initiate such termination, or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes Required Holders advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then, in each case, then the Indenture Trustee shall notify all Note Owners Noteholders of the related Class or Classes of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and all such persons may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee shall not be liable for any failure by the Indenture Trustee or the Administrator to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If In the case of the Book-Entry Notes, if (i)(Ai) the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Book‑Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successorsuccessor (and the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises the Indenture Trustee each other such party in writing that it elects to terminate the book-entry book‑entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners owners of Book-Entry the Book‑Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Class of the Book-Entry Notes, advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry book‑entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Book‑Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. None of the Indenture Trustee, Issuer or Administrator shall be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders hereunderwill be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. If In the case of the Book-Entry Notes, if (i)(Ai) the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Book‑Entry Notes and (B) neither the Indenture Owner Trustee nor and the Administrator is able are unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises the Indenture Trustee each other such party in writing that it elects to terminate the book-entry book‑entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners owners of Book-Entry the Book‑Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Class of the Book-Entry Notes, advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry book‑entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Book‑Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. None of the Indenture Trustee, Issuer or Administrator shall be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders hereunderwill be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. If On the Closing Date, the Retained Notes will be issued in physical form as Definitive Notes in the applicable form of Exhibit A hereto and registered in the name of the Sponsor. The Non-Retained Notes will be issued on the Closing Date as Book-Entry Notes; however, if at anytime (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunder. Except in the case of a Noteholder who is an Affiliate of the Sponsor, subsequent Noteholders of Notes that were initially Retained Notes shall have the right, but at such Noteholders sole cost and expense, to request that such Retained Notes be converted to Book Entry Notes and the Issuer, the Indenture Trustee, the Administrative Agent and the Sponsor agree to cooperate and use reasonable efforts to effect such conversion.

Definitive Notes. Any of the Restricted Notes, upon original issuance and at the Issuer’s option, may be in the form of Definitive Notes; provided, however, that at the request of all of the holders thereof, such Restricted Notes may be exchanged for Book-Entry Notes. If (i)(Aa) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency successor or (iiib) after the occurrence of an Event of Default or a Servicer DefaultTermination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of Owners, the related Class of Notes through Administrator and the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Aa) If: (i) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under this Indenture with respect to the Book-Entry Notes Notes, and (B) neither the Indenture Trustee nor the Administrator Issuer is able unable to locate a qualified successor, (ii) the Administrator at its option Issuer advises the Indenture Trustee in writing that it elects to terminate the book-entry system through and, upon receipt of a notice of intent from the Clearing Agency Agency, the participants holding beneficial interests in the Notes agree to initiate a termination or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Principal Balance of such the Notes advise the Clearing Agency and the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Global Notes by the Clearing Agency, accompanied by registration instructionsand transfer instructions from the Clearing Agency for registration, the Issuer shall execute execute, and the Indenture Trustee shall authenticate authenticate, the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, all references herein to obligations imposed upon or to be performed by the Indenture Trustee Clearing Agency shall be deemed to be imposed upon and performed by the Issuer, to the extent applicable with respect to such Definitive Notes, and the Issuer shall recognize the Holders holders of the relevant Definitive Notes as Noteholders hereunder.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, successor or (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Note Balances of such the Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then, in each case, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Aa) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency successor or (iiib) after the occurrence of an Event of Default or a Servicer DefaultTermination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of Owners, the related Class of Notes through Administrator and the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Depository Agreement, and (B) neither the Administrator or the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, or (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority in the aggregate more than 50% of the Outstanding Amount of such all Classes of Notes advise the Indenture Trustee and through the Clearing Agency Participants 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 such the related Note Owners, then, in each case, then the Indenture Trustee shall notify all Note Owners of the related Class of Notes Owners, through the Clearing Agency of the occurrence of any such event and Agency, of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing evidencing the Book-Book Entry Notes by the Clearing Agency, accompanied by registration instructionsinstructions from the Clearing Agency, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If In the case of the Book-Entry Notes, if (i)(Ai) the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Book‑Entry Notes and (B) neither the Indenture Owner Trustee nor and the Administrator is able are unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises the Indenture Trustee each other such party in writing that it elects to terminate the book-entry book‑entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners owners of Book-Entry the Book‑Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Class of the Book- Entry Notes, advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry book‑entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Book‑Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. None of the Indenture Trustee, Issuer or Administrator shall be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders hereunderwill be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither and, if requested by the Servicer, the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository, or (iii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount aggregate Note Balance of such the Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then, in each case, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository (or Percentage Interest of the Book-Entry Notes being transferred pursuant to clause (iii) above), accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator Issuing Entity is able unable to locate a qualified successor, ; (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Agency; or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Class advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders. The Issuing Entity represents that the Notes are of the type of debt instruments where payments under such debt instruments may be accelerated by reason of prepayments of other obligations securing such debt instruments.

Definitive Notes. If (i)(Aa) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to the Book-Entry Global Notes and (B) neither the Indenture Trustee nor or the Administrator Issuer is able unable to locate a qualified successor, (iib) the Administrator Issuer, at its option advises the Indenture Trustee in writing that it sole option, elects to terminate the book-entry system through the Clearing Agency Depository with respect to any or all Classes of Notes or (iiic) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book(other than Bluegreen or an Affiliate thereof) evidencing not less than 66-Entry Notes representing beneficial interests aggregating at least a majority 2/3% of the Outstanding Amount then Adjusted Note Balance of such Notes Class of Global Notes, advise the Indenture Trustee and the Clearing Agency Participants Depository through the Clearing Agency, Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Global Notes, through the Clearing Agency Depository is no longer in the best interests interest of such Note Owners, then, in each case, the Indenture Trustee shall use its best efforts to notify all affected Note Owners of the related Class of Notes through the Clearing Agency Depository of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to such Note Owners requesting the sameOwners. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, Neither the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as Noteholders hereunder. Upon the issuance of Definitive Notes, all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, a Servicer Default or a Servicer an Administrator Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Indenture Trustee and the Clearing Agency Participants through (which shall then notify the Clearing Agency, Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee shall cause the Clearing Agency to notify all Note Owners of the related Class of Notes Owners, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If With respect to any Class or Classes of Book-Entry Notes, if (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the such Class of Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Defaultan Event of Servicing Termination, Note Owners of Book-such Class of Book- Entry Notes representing evidencing beneficial interests aggregating at least not less than a majority of the Outstanding Amount principal amount of such Notes Class advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Class of Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of such Class and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to the Note Owners of the related applicable Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Classto Note Owners, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator Depositor or the Administrator, at its option option, with the consent of the Clearing Agency participants, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency system, or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes Notes, acting together as a single class, advise the Indenture Trustee and through the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of Owners, the related Class of Notes through Administrator and the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders. The Indenture Trustee shall not be liable if a qualified successor Clearing Agency cannot be located. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing the Notes, as evidenced by their execution of the Notes.

Definitive Notes. If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement, and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes Modified Required Holders advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then, in each case, then the Indenture Trustee shall notify all Note Owners Noteholders of the related Class or Classes of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If With respect to any Class or Classes of Book-Entry Notes, if (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the such Class of Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Defaultan Event of Servicing Termination, Note Owners of such Class of Book-Entry Notes representing evidencing beneficial interests aggregating at least not less than a majority of the Outstanding Amount Note Balance of such Notes Class advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Class of Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of such Class and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to the Note Owners of the related applicable Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Classto Note Owners, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If With respect to any Class or Classes of Book-Entry Notes, if (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the such Class of Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, successor or (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Defaultan Event of Servicing Termination, Note Owners of Book-such Class of Book- Entry Notes representing evidencing beneficial interests aggregating at least not less than a majority of the Outstanding Amount principal amount of such Notes Class advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Class of Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of such Class and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to the Note Owners of the related applicable Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Classto Note Owners, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement, and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, (ii) the Administrator at or the Owner Trustee, as applicable, notifies the Clearing Agency of its option advises the Indenture Trustee in writing that it elects intent to terminate the book-entry system through the Clearing Agency and requests a withdrawal of the Book-Entry Notes held by the Clearing Agency, and after receipt by the Clearing Agency Participants of an important notice issued by the Clearing Agency notifying the Clearing Agency Participants of such withdrawal request, the Clearing Agency Participants holding beneficial interests in the Book-Entry Notes agree to initiate such termination, or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes Modified Required Holders advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then, in each case, then the Indenture Trustee shall notify all Note Owners Noteholders of the related Class or Classes of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing circumstances change so that it elects to terminate the book-entry system through the Clearing Agency is less advantageous due to economic or administrative burden or the use of the book-entry system becomes unlawful with respect to the Notes or the Issuer notifies the Indenture Trustee in writing that because of the change in circumstances the Issuer is terminating the book-entry system with respect to the Notes or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Class of Notes advise the Indenture Trustee and the Clearing Agency Participants through (which shall then notify the Clearing Agency, Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners of such Note OwnersClass of Notes, then, in each case, then the Indenture Trustee shall will cause the Clearing Agency to notify all Note Owners of the related such Class of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as the Noteholders hereunderfor such Class of Notes.

Definitive Notes. The Class B Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of the holder thereof, may be exchanged for Book-Entry Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority 50% of the Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator Issuer is able unable to locate a qualified successor, (ii) the Administrator Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Book-Entry Owners, then, in each case, then the Clearing Agency shall notify all Book-Entry Owners and the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Book-Entry Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Note Insurer or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders Owners of the Definitive Notes as Noteholders hereunderOwners.

Definitive Notes. The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority 50% of the Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. Any Restricted Notes, upon original issuance, will be in the form of Definitive Notes; provided, however, that at the request of all of the holders thereof, such Restricted Notes may be exchanged for Book-Entry Notes. If (i)(Aa) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency successor or (iiib) after the occurrence of an Event of Default or a Servicer DefaultTermination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of Owners, the related Class of Notes through Administrator and the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Security Balances of such the Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then, in each case, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes applicable Note Depository Agreement, and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, (ii) the Administrator at or the Owner Trustee, as applicable, notifies the Clearing Agency of its option advises the Indenture Trustee in writing that it elects intent to terminate the book-entry system through the Clearing Agency and requests a withdrawal of the Book-Entry Notes held by the Clearing Agency, and after receipt by the Clearing Agency Participants of an important notice issued by the Clearing Agency notifying the Clearing Agency Participants of such withdrawal request, the Clearing Agency Participants holding beneficial interests in the Book-Entry Notes agree to initiate such termination, or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes Required Holders advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then, in each case, then the Indenture Trustee shall notify all Note Owners Noteholders of the related Class or Classes of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator Depositor or the Administrator, at its option option, with the consent of the Clearing Agency participants, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency system, or (iii) after the occurrence of an Event of Default or a Servicer DefaultTermination Event, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and through the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of Owners, the related Class of Notes through Administrator and the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders. The Indenture Trustee shall not be liable if a qualified successor Xxxxxx Agency cannot be located. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing the Notes, as evidenced by their execution of the Notes.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing Depositor determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator Depositor is able unable to locate a qualified successor, (ii) the Administrator at its option advises Depositor, with the prior consent of the Beneficial Owners, notifies the Indenture Trustee in writing and the Depository that it elects has elected to terminate the book-entry system through the Clearing Agency Depository, or (iii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount aggregate Term Note Balance of such the Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then, in each case, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Beneficial Owners requesting the same. Upon surrender by the Depository to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository (or Percentage Interest of the Book-Entry Notes being transferred pursuant to clause (iii) above), accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. Any Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If The Class A-1 Notes, upon original issuance, will be issued as Definitive Notes. In the case of the Book-Entry Notes, if (i)(Ai) the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Owner Trustee nor and the Administrator is able are unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises the Indenture Trustee each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority 51% of the Outstanding Amount of such Notes the Book-Entry Notes, advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Indenture Trustee, Issuer and Administrator shall not be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders hereunderwill be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. (a) If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Voting Interests of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If Except for any Retained Notes (i)(Awhich shall be originally issued as Definitive Notes), if (i) the Seller, the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Seller, the Owner Trustee nor or the Administrator is able are unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Administrator Seller, the Indenture Trustee or the Administrator, at its option and to the extent permitted by law, advises the Indenture Trustee each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes of all Classes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Indenture Trustee, Issuer and Administrator shall not be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders hereunderwill be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing. Interest and principal payments on the Definitive Notes on each Distribution Date will be made to the holders in whose names the related Definitive Notes, as applicable, were registered at the close of business on the related Record Date. Payments will be made by check mailed to the address of such holders as they appear on the Note Register, except that a Noteholder having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the Indenture Trustee at least five Business Days prior to the Distribution Date. The final payment on any Definitive Notes will be made only upon presentation and surrender of the Definitive Notes at the office or agency specified in the notice of final payment to Noteholders. From and after the Closing Date, the Holder of a Definitive Note (other than any Retained Note) and the Issuer may elect for such Note to be issued in the form of a Book-Entry Note provided the Clearing Agency is then willing and able to discharge its responsibilities with respect to the Book Entry Notes. In connection with such election, the Issuer and the Indenture Trustee shall upon Issuer Order execute, authenticate and deliver the Book-Entry Note and documents related thereto in accordance with the terms hereof and the Issuer Order.

Definitive Notes. If (i)(Ai) the Administrator advises the ---------------- Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, a Servicer Default or a Servicer an Administrator Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Indenture Trustee and the Clearing Agency Participants through (which shall then notify the Clearing Agency, Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee shall cause the Clearing Agency to notify all Note Owners of the related Class of Notes Owners, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is able to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Event of Default, a Servicer Default or a Servicer an Administrator Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the applicable Notes advise the Indenture Trustee and the applicable Clearing Agency Participants through (which shall then notify the Clearing Agency, Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee shall cause such Clearing Agency to notify all Note Owners of the related Class of Notes cleared, through the such Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the such Clearing Agency, which shall include, without limitation, the identity and payment instructions for all Noteholders of the applicable Notes. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunderNoteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Plan subject to Section 406 of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Plan subject to a substantially Similar Law, a non-exempt violation of such substantially Similar Law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If (i)(Ai) the Administrator Clearing Agency or the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor Clearing Agency or the Administrator Issuer is able unable to locate a qualified successor, (ii) the Administrator Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Depository Agreement, and (B) neither the Administrator or the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, or (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority in the aggregate more than 50% of the Outstanding Amount of such all Classes of Notes advise the Indenture Trustee and through the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the related Note Owners, then, in each case, then the Indenture Trustee shall notify all Note Owners of the related Class of Notes Owners, through the Clearing Agency of the occurrence of any such event and Agency, of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing evidencing the Book-Book Entry Notes by the Clearing Agency, accompanied by registration instructionsinstructions from the Clearing Agency, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes and deliver such Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. Any Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator Depositor advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Term Notes and (B) neither the Indenture Trustee nor the Administrator Depositor is able unable to locate a qualified successor, (ii) the Administrator at Depositor notifies the Depository of its option advises the Indenture Trustee in writing that it elects intent to terminate the book-entry system through and, upon receipt of a notice of intent from the Clearing Agency Depository, the participants holding beneficial interest in the book-entry notes agree to initiate a termination or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Term Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Security Balances of such the Term Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then, in each case, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Term Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Term Notes representing the Book-Entry Notes by the Clearing AgencyBook-Entry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Term Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders. In addition, if an Event of Default has occurred and is continuing, each Beneficial Owner materially adversely affected thereby may at its option request a Definitive Note evidencing such Beneficial Owner's Percentage Interest in the related Class of Notes. In order to make such request, such Beneficial Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Note Registrar to exchange or cause the exchange of the Beneficial Owner's interest in such Class of Notes for an equivalent Percentage Interest in fully registered definitive form. Upon receipt by the Note Registrar of instructions from the Depository directing the Note Registrar to effect such exchange (such instructions to contain information regarding the Class of Notes and the Security Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Note, and any other information reasonably required by the Note Registrar), (i) the Note Registrar shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Security Balance of the Definitive Note, (ii) the Issuer shall execute and the Note Registrar shall authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Note evidencing such Beneficial Owner's Percentage Interest in such Class of Notes and (iii) the Issuer shall execute and the Note Registrar shall authenticate a new Book-Entry Note reflecting the reduction in the aggregate Security Balance of such Class of Notes by the amount of the Definitive Notes.

Definitive Notes. If For any Class or Classes of Book-Entry Notes, if (i)(Aa) the Indenture Administrator advises notifies the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as depository for the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate reach an agreement on satisfactory terms with a qualified successor, (iib) the Indenture Administrator at its option advises notifies the Indenture Trustee 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 Event of Default, Owners of so long as any Book-Entry Notes representing beneficial interests aggregating at least are Outstanding, Note Owners of a majority of the Outstanding Amount Note Balance of such Notes advise the Controlling Class notify the Indenture Trustee and the Clearing Agency Participants through that they elect to terminate the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency, then the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall will notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event their election and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of Note Owners. After the Note or Clearing Agency has surrendered the typewritten Notes representing the Book-Entry Notes by and delivered the Clearing Agency, accompanied by registration instructionsinstructions to the Indenture Trustee, the Issuer shall will execute and the Indenture Trustee shall Trustee, on Issuer Request, will authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall will be liable for any delay in delivery of such the instructions and may conclusively rely onrely, and shall will be protected in relying onrelying, such on the instructions. Upon On the issuance of Definitive Notes of a Classto Note Owners, the Indenture Trustee shall will recognize the Holders holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, a Master Servicer Default or a Servicer an Administrator Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Class of Notes advise the Indenture Trustee and the Clearing Agency Participants through (which shall then notify the Clearing Agency, Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners of such Note OwnersClass of Notes, then, in each case, then the Indenture Trustee shall will cause the Clearing Agency to notify all Note Owners of the related such Class of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as the Noteholders hereunderfor such Class of Notes.

Definitive Notes. If If: (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee shall Clearing Agency has undertaken to notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute execute, and the Indenture Trustee shall authenticate authenticate, the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) (A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Depository Agreement and (B) neither none of the Indenture Trustee nor Trustee, the Transferor or the Administrator is able to locate a qualified successor, (ii) the Administrator at its option option, with the consent of the applicable Clearing Agency Participants, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Indenture Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority in the aggregate not less than 51% of the Outstanding Amount of such Notes advise the Indenture Trustee and through the Clearing Agency and its Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interests interest of such Note Owners, then, in each case, the Indenture Trustee shall be required to notify all Note Owners Owners, through the Clearing Agency, of the related Class occurrence of Notes such event and the availability through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Note or Notes representing the Book-Entry Notes by and the Clearing Agencyreceipt of instructions for re-registration, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the issue Definitive Notes in accordance with the instructions to Note Owners, who thereupon shall become Noteholders for all purposes of the Clearing Agencythis Indenture. None of the IssuerOwner Trustee, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall recognize be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the Holders officers executing such Notes, as evidenced by their execution of such Notes. If Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the Definitive Notes names and addresses of the Noteholders (i) as Noteholders hereunderof each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. Each Variable Pay Revolving Note shall be issued as a Definitive Note. If (i)(Ai) the Administrator advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Term Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository, (iii) the Indenture Trustee receives actual knowledge of a proposed transfer of a Term Note to an "accredited investor" in accordance with Section 4.02 and Exhibit C hereof, or (iiiiv) after the occurrence of an Event of Default or a Servicer Default, Beneficial Owners of Book-Entry Term Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount aggregate Term Note Balance of such the Term Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then, in each case, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Term Notes representing the Book-Entry Notes by the Clearing AgencyDepository (or Percentage Interest of the Book-Entry Notes being transferred pursuant to clause (iii) above), accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Aa) the Administrator Seller advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and (B) neither the Indenture Trustee nor the Administrator Seller is able unable to locate a qualified successor, (iib) the Administrator Seller at its option advises the Indenture Trustee 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, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Indenture Trustee and through the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-book entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of the related Class of Notes through the Clearing Agency and Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. (a) If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, the Note Owners of Book-Entry Notes representing beneficial interests aggregating at least not less than a majority of the Outstanding Amount of such a Class of Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the related Note Owners, then, in each case, then the Indenture Trustee shall notify all Note Owners of the related Class of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunder. The Trustee shall not be liable if the Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If (i)(Ai) (a) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as Clearing Agency or Foreign Clearing Agency with respect to the Book-Entry Notes of a given Series and (Bb) neither the Indenture Trustee nor the Administrator Issuer is able unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Series or (iii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes of such Notes Series advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Beneficial Owners of such Note Owners, then, in each caseSeries, the Indenture Trustee shall notify (with a copy to the Transfer Agent and Registrar) all Note Beneficial Owners of the related Class of Notes through the Clearing Agency such Series of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners of the related Class of Notes to Note Owners such Series requesting the same. Upon surrender to the Indenture Trustee Transfer Agent and Registrar of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, of such Series accompanied by registration instructionsinstructions from the applicable Clearing Agency or Foreign Clearing Agency, the Issuer shall execute execute, and the Indenture Trustee Authentication Agent shall authenticate the and deliver, Definitive Notes in accordance with of such Series and shall recognize the instructions registered holders of such Definitive Notes as Noteholders under this Indenture. Neither the Clearing Agency. None of the Issuer, the Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Classsuch Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee and the Paying Agent shall recognize the Holders registered holders of the Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and exchangeable at the offices of the Transfer Agent and Registrar.

Definitive Notes. (a) If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, successor or (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, the Note Owners of Book-Entry Notes representing beneficial interests aggregating at least not less than a majority of the Outstanding Amount of such a Class of Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the related Note Owners, then, in each case, then the Indenture Trustee shall notify all Note Owners of the related Class of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunder. The Trustee shall not be liable if the Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If With respect to the Classes of Notes, if (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement, and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners Holders of Book-Entry Notes representing beneficial interests aggregating at least a majority not less than 66 2/3% of the Outstanding Amount of such Class of Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then, in each case, then the Indenture Trustee shall notify all Note Owners Noteholders of the related Class or Classes of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Owner Trustee, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. Definitive Notes shall be prepared at the expense of the Servicer and shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If (i)(Ai) the Administrator Depositor advises the Indenture Trustee Securities Administrator in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator Depositor is able unable to locate a qualified successor, successor within 30 days or (ii) the Administrator Depositor, at its option advises (with the Indenture Trustee in writing that it consent of the Securities Administrator, such consent not to be unreasonably withheld) elects to terminate the book-entry system through the Clearing Agency or (iii) after Depository, then the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing Securities Administrator shall request that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall Depository notify all Note Beneficial Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee Securities Administrator of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee Securities Administrator shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee Securities Administrator shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders. In addition, if an Event of Default has occurred and is continuing, each Note Owner materially adversely affected thereby may at its option request a Definitive Note evidencing such Noteholder's interest in the related Class of Notes. In order to make such request, such Noteholder shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Noteholder's interest in such Class of Notes for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Notes and the Note Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Note, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Note Principal Balance of the Definitive Note, (ii) the Securities Administrator shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Note evidencing such Noteholder's interest in such Class of Notes and (iii) the Securities Administrator shall execute and authenticate a new Book-Entry Note reflecting the reduction in the Note Principal Balance of such Class of Notes by the amount of the Definitive Notes.

Definitive Notes. If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement, and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes the Noteholders representing beneficial interests aggregating at least a majority not less than 66 2/3% of the Outstanding Amount of such Class of Notes advise advises the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then, in each case, then the Indenture Trustee shall notify all Note Owners Noteholders of the related Class of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If On the Closing Date, all of the Class A-1 Notes will be issued in physical form as the form of Definitive Notes, in the form of Exhibit A-1 hereto and registered in the name of the Depositor. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will be issued on the Closing Date as Book-Entry Notes; however, if at anytime, (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunder. Subsequent Noteholders of the Class A-1 Notes that are unaffiliated with the Depositor shall have the right, but at such Noteholders sole cost and expense, to request that the Class A-1 Notes be converted to Book Entry Notes and the Issuer, the Indenture Trustee, the Administrative Agent and the Depositor agree to cooperate and use reasonable efforts to effect such conversion.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of Owners[, the related Class of Notes through Securities Insurer] and the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar Registrar[, the Securities Insurer] or the Indenture Trustee shall be liable for any delay in delivery of such instructions and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Seller, the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Seller, the Owner Trustee nor and the Administrator is able are unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller, the Indenture Trustee or the Administrator at its option advises the Indenture Trustee each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes of all Classes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Indenture Trustee, Issuer and Administrator shall not be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders hereunderwill be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority 50% of the Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) (A) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency or the Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities with respect to under the Book-Entry Notes applicable Depository Agreement, and (B) neither the Indenture Trustee nor or the Administrator Issuer is able unable to locate a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or the Foreign Clearing Agency with respect to any Series or (iii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority Majority in Interest of the Outstanding Amount a Series of such Investor Notes advise the Indenture Trustee and the applicable Clearing Agency or the Foreign Clearing Agency through the applicable Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the applicable Clearing Agency or Foreign Clearing Agency is no longer in the best interests of such Note Beneficial Owners, then, in each case, the Indenture Trustee shall notify all Note Beneficial Owners of the related Class of Notes such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners of the related Class of Notes to Note Owners such Series requesting the same. Upon surrender to the Indenture Trustee of the Note or Investor Notes representing the Book-Entry Notes of such Series by the applicable Clearing Agency or the Foreign Clearing Agency, accompanied by registration instructionsinstructions from the applicable Clearing Agency or the applicable Foreign Clearing Agency for registration, the Issuer shall execute and the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver the Definitive Notes in accordance with the instructions of the Clearing Agency. None of Neither the Issuer, the Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Classsuch Series all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee shall recognize the Holders of the Definitive Notes of such Series as Noteholders of such Series hereunder.

Definitive Notes. If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes applicable Note Depository Agreement, and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, (ii) the Administrator at or the Owner Trustee, as applicable, notifies the Clearing Agency of its option advises the Indenture Trustee in writing that it elects intent to terminate the book-entry system through the Clearing Agency and requests a withdrawal of the Book-Entry Notes held by the Clearing Agency, and after receipt by the Clearing Agency Participants of a notice issued by the Clearing Agency notifying the Clearing Agency Participants of such withdrawal request, the Clearing Agency Participants holding beneficial interests in the Book-Entry Notes agree to initiate such termination, or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes Required Holders advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then, in each case, then the Indenture Trustee shall notify all Note Owners Noteholders of the related Class or Classes of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and all such persons may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee shall not be liable for any failure by the Indenture Trustee or the Administrator to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If (i)(Ai) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Defaultan Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority not less than 51% of the Outstanding Amount principal amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuer, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator Depositor advises the Indenture Trustee Securities Administrator in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator Depositor is able unable to locate a qualified successor, successor within 30 days or (ii) the Administrator Depositor, at its option advises (with the Indenture Trustee in writing that it consent of the Securities Administrator, such consent not to be unreasonably withheld) elects to terminate the book-entry system through the Clearing Agency or (iii) after Depository, then the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing Securities Administrator shall request that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall Depository notify all Note Beneficial Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee Securities Administrator of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee Securities Administrator shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee Securities Administrator shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders. In addition, if an Event of Default has occurred and is continuing, each Note Owner materially adversely affected thereby may at its option request a Definitive Note evidencing such Noteholder's interest in the related Class of Notes. In order to make such request, such Noteholder shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Noteholder's interest in such Class of Notes for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Notes and the Note Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Note, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Note Principal Balance of the Definitive Note, (ii) the Securities Administrator shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Note evidencing such Noteholder's interest in such Class of Notes and (iii) the Issuer shall execute and the Securities Administrator shall authenticate a new Book-Entry Note reflecting the reduction in the Note Principal Balance of such Class of Notes by the amount of the Definitive Notes.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Term Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository, (iii) the Indenture Trustee receives actual knowledge of a proposed transfer of a Term Note to an "accredited investor" in accordance with Section 4.02 and Exhibit C hereof, or (iiiiv) after the occurrence of an Event of Default or a Servicer Default, Beneficial Owners of Book-Entry Term Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount aggregate Term Note Balance of such the Term Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then, in each case, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Term Notes representing the Book-Entry Notes by the Clearing AgencyDepository (or Percentage Interest of the Book-Entry Notes being transferred pursuant to clause (iii) above), accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If the Notes of a Series are Book-Entry Notes and if (i)(Ai) the Administrator Master Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes of such Series, and (B) neither the Indenture Trustee nor the Administrator Master Servicer is able unable to locate a qualified successor, (ii) the Administrator Master Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Defaultwith respect to such Series, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Indenture Trustee and through the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-book entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and upon the written direction of the Issuer the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If Each Paying Agent shall make available to Noteholders during the period specified in Condition 8.4 (i)(ARedemption and Purchase - Redemption at the option of Noteholders) of the Administrator advises Senior Conditions for the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able to locate a qualified successor, (ii) the Administrator deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence Specified Office. Upon receipt by a Paying Agent of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee duly completed Put Option Notice and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the relevant Definitive Notes in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the instructions option of Noteholders) of the Clearing Agency. None Senior Conditions, such Paying Agent shall notify the Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the IssuerNotes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note becomes immediately due and payable or upon due presentation of such Definitive Note payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note Registrar or at its Specified Office for collection by the Indenture Trustee depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be liable for any delay in delivery deemed to be the bearer of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNote for all purposes.

Definitive Notes. If With respect to the Classes of Notes, if (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Note Depository Agreement, and (B) neither the Indenture Trustee nor or the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners Holders of Book-Entry Notes representing beneficial interests aggregating at least a majority not less than 66 2/3% of the Outstanding Amount of such Class of Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Ownersthe related Noteholders, then, in each case, then the Indenture Trustee shall notify all Note Owners Noteholders of the related Class or Classes of Notes Notes, through the Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Owner Trustee nor the Administrator is able unable to locate a qualified successor, ; (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Agency; or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Voting Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Owner Trustee shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerOwner Trustee, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes Notes, and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, a Servicer Default or a Servicer an Administrator Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Book-Entry Notes advise the Indenture Trustee and the Clearing Agency Participants through in writing (which shall then notify the Clearing Agency, in writing ) that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee shall will cause the Clearing Agency to notify all Note Owners of the related Class of Notes Owners, through the Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Term Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Term Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Security Balances of such the Term Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then, in each case, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Term Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Term Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Term Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) (a) the Administrator advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as Clearing Agency or Foreign Clearing Agency with respect to the Book-Entry Notes of a given Class and (Bb) neither the Indenture Trustee nor the Administrator is able unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class or (iii) after the occurrence of a Servicer Default or an Event of Default or a Servicer Default, Beneficial Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes of such Notes Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Beneficial Owners of such Note Owners, then, in each caseClass, the Indenture Trustee shall notify all Note Beneficial Owners of the related such Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners of the related such Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agencyof such Class, accompanied by registration instructionsinstructions from the applicable Clearing Agency, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with of such Class and shall recognize the instructions registered holders of such Definitive Notes as Noteholders under this Indenture. Neither the Clearing Agency. None of the Issuer, the Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Classsuch Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee shall recognize the Holders registered holders of the Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and exchangeable at the offices of the Transfer Agent and Registrar.

Definitive Notes. If (i)(Aa) If: (i) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under this Indenture with respect to the Book-Entry Notes Notes, and (B) neither the Indenture Trustee nor the Administrator Issuer is able unable to locate a qualified successor, (ii) the Administrator at its option Issuer advises the Indenture Trustee in writing that it elects to terminate the book-entry system through and, upon receipt of a notice of intent from the Clearing Agency Agency, the participants holding beneficial interests in the Notes agree to initiate a termination or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Principal Balance of such the Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructionsand transfer instructions from the Clearing Agency for registration, the Issuer shall execute execute, and the Indenture Trustee shall authenticate authenticate, the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, all references herein to obligations imposed upon or to be performed by the Indenture Trustee Clearing Agency shall be deemed to be imposed upon and performed by the Issuer, to the extent applicable with respect to such Definitive Notes, and the Issuer shall recognize the Holders holders of the relevant Definitive Notes as Noteholders hereunder.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is able to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the such Clearing Agency Agency, or (iii) after the occurrence of an Event of Default, a Servicer Default or a Servicer an Administrator Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the applicable Notes advise the Indenture Trustee and the applicable Clearing Agency Participants through (which shall then notify the Clearing Agency, Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee shall cause the Clearing Agency to notify all Note Owners of the related Class of Notes cleared through the such Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the such Clearing Agency, which shall include, without limitation, the identity and payment instructions for all Noteholders of the applicable Notes. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunderNoteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and, (ii) in the case of a Benefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If In the case of the Book-Entry Notes, if (i)(Ai) the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Book‑Entry Notes and (B) neither the Indenture Owner Trustee nor and the Administrator is able are unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises the Indenture Trustee each other such party in writing that it elects to terminate the book-entry book‑entry system through the Clearing Agency (including, for the avoidance of doubt, in accordance with Section 2.04(i)) or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners owners of Book-Entry the Book‑Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Class of the Book-Entry Notes, advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry book‑entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Book‑Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. None of the Indenture Trustee, Issuer or Administrator shall be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders hereunderwill be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee Administrator in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able to properly discharge its responsibilities with respect alternative clearing system acceptable to the Book-Entry Notes Indenture Administrator is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and (B) neither the Indenture Trustee nor a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is able to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee Administrator in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Event of Default, a Servicer Default or a Servicer an Administrator Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the applicable Notes advise the Indenture Trustee and the applicable Clearing Agency Participants through (which shall then notify the Clearing Agency, Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Administrator shall cause such Clearing Agency to notify all Note Owners of the related Class of Notes cleared, through the such Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee Administrator of the Note or typewritten Notes representing the Book-Entry Notes by the a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee Administrator shall authenticate the Definitive Notes in accordance with the instructions of the such Clearing Agency, which shall include, without limitation, the identity and payment instructions for all Noteholders of the applicable Notes. None of the Issuer, the Note Registrar Registrar, the Indenture Trustee or the Indenture Trustee Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee Trustee, the Indenture Administrator and the Note Registrar shall recognize the Holders holders of the Definitive Notes as Noteholders hereunderNoteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Section 406 of ERISA or Section 4975 of the Code, a prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If (i)(A) the Administrator Transferor advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as Clearing Agency with respect to the Book-Entry Notes of a given Class or Series and (B) neither the Indenture Trustee nor the Administrator or Issuer is able unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Transferor, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to such Class or Series or (iii) after the occurrence of an Event of Default or a Servicer Default, a Pay Out Event or an Event of Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority evidencing more than 50% of the Outstanding Amount (or such other percentage as specified in the related Indenture Supplement) of such Notes Class or Series, as applicable, advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners of such Note Owners, then, in each caseClass or Series, the Indenture Trustee Clearing Agency shall notify all Note Owners of the related such Class of Notes through the Clearing Agency or Series of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners of such Class or Series requesting the same. Upon surrender to the Indenture Trustee of the Note Notes of such Class or Notes representing the Book-Entry Notes by the Clearing AgencySeries, accompanied by registration instructionsinstructions from the applicable Clearing Agency, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with of such Class or Series and shall recognize the instructions registered holders of such Definitive Notes as Noteholders under the Clearing AgencyIndenture. None of the Issuer, the Note Registrar or the Neither Issuer nor Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and Issuer and Indenture Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Classsuch Class or Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and Indenture Trustee shall recognize the Holders registered holders of the Definitive Notes of such Class or Series as Noteholders of such Class or Series hereunder. Definitive Notes will be transferable and exchangeable at the offices of Transfer Agent and Registrar.

Definitive Notes. If With respect to any Class or Classes of Book-Entry Notes, if (i)(Aa) the Administrator advises notifies the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as depository for the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate reach an agreement on satisfactory terms with a qualified successor, (iib) the Administrator at its option advises notifies the Indenture Trustee 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 Defaultan Event of Servicing Termination, Owners of so long as any Book-Entry Notes representing beneficial interests aggregating are Outstanding Note Owners of at least a majority of the Outstanding Amount Note Balance of such Notes advise the Controlling Class notify the Indenture Trustee and the Clearing Agency Participants through that they elect to terminate the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency, then the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall will notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event election and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of Note Owners. After the Note or Clearing Agency has surrendered the typewritten Notes representing the Book-Entry Notes by and delivered the Clearing Agency, accompanied by registration instructionsinstructions to the Indenture Trustee, the Issuer shall will execute and the Indenture Trustee shall will authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall will be liable for any delay in delivery of such instructions and may conclusively rely on, and shall will be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Classto Note Owners, the Indenture Trustee shall will recognize the Holders holders of the such Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator Clearing Agency or the Depositor advises the Indenture Trustee in writing that the Clearing Agency is no longer willing willing, qualified or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Clearing Agency or the Depositor, the Issuer or the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator Depositor at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority 51% of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is able to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the such Clearing Agency Agency, or (iii) after the occurrence of an Event of Default, a Servicer Default or a Servicer an Administrator Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the applicable Notes advise the Indenture Trustee and the applicable Clearing Agency Participants through (which shall then notify the Clearing Agency, Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee shall cause such Clearing Agency to notify all Note Owners of the related Class of Notes cleared through the such Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the such Clearing Agency, which shall include, without limitation, the identity and payment instructions for all Noteholders of the applicable Notes. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunderNoteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, the related Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If at anytime (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunder.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is able to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Event of Default, a Servicer Default or a Servicer an Administrator Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the applicable Notes advise the Indenture Trustee and the applicable Clearing Agency Participants through (which shall then notify the Clearing Agency, Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee shall cause such Clearing Agency to notify all Note Owners of the related Class of Notes cleared, through the such Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the such Clearing Agency, which shall include, without limitation, the identity and payment instructions for all Noteholders of the applicable Notes. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is able to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Event of Default, a Servicer Default or a Servicer an Administrator Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the applicable Notes advise the Indenture Trustee and the applicable Clearing Agency Participants through (which shall then notify the Clearing Agency, Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee shall cause such Clearing Agency to notify all Note Owners of the related Class of Notes cleared, through the such Clearing Agency Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the such Clearing Agency, which shall include, without limitation, the identity and payment instructions for all Noteholders of the applicable Notes. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders hereunderNoteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Section 406 of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. Any Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-book- entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If any Notes are Book-Entry Notes and if (i)(Ai) the Administrator Master Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to such Notes, and the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator Master Servicer is able unable to locate a qualified successor, (ii) the Administrator Master Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Indenture Trustee and through the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-book entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and upon the written direction of the Issuer the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes the Controlling Securities advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) (A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Book-Entry Notes Depository Agreement and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee Trustee, in writing writing, that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least in the aggregate not less than a majority of the Outstanding Amount of such Notes Note Amount, voting together as a single class, advise the Indenture Trustee and through the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interests of such Note Owners, then, in each case’ best interest, the Indenture Trustee shall be required to notify all Note Owners Owners, through the Clearing Agency, of the related Class occurrence of Notes such event and the availability through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Note or Notes representing the Book-Entry Notes by and the Clearing Agencyreceipt of instructions for re-registration, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the issue Definitive Notes in accordance with the instructions to Note Owners, who thereupon shall become Noteholders for all purposes of the Clearing Agencythis Indenture. None of the IssuerIssuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon The Indenture Trustee shall not be liable if the issuance of Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of a Classsuch methods (with or without steel engraved borders), all as determined by the Issuing Entity and the Indenture Trustee, as evidenced by their execution and authentication of such Notes. If Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, the Issuing Entity shall recognize furnish or cause to be furnished to the Holders Indenture Trustee a list of the Definitive Notes names and addresses of the Noteholders (i) as Noteholders hereunderof each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Issuing Entity of a written request therefor.

Definitive Notes. If the Notes of a Series are Book-Entry Notes and if (i)(Ai) the Administrator Master Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes of such Series, and (B) neither the Indenture Trustee nor the Administrator Master Servicer is able unable to locate a qualified successor, (ii) the Administrator Master Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Defaultwith respect to such Series, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes advise the Indenture Trustee and through the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-book entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and upon the Indenture written direction of the Issuer the Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Aa) the Administrator Depositor advises the Indenture Trustee Securities Administrator in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator Depositor is able unable to locate a qualified successor, successor within 30 days or (iib) the Administrator at its option advises Depositor notifies the Indenture Trustee in writing that it elects and the Depository of its intent to terminate the book-entry system through the Clearing Agency or (iii) after Depository and, upon receipt of notice of such intent from the occurrence of an Event of Default or a Servicer DefaultDepository, the Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of agree to initiate such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the sametermination. Upon surrender to the Indenture Trustee Securities Administrator of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee Securities Administrator shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee Securities Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee Securities Administrator shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders. In addition, if an Event of Default has occurred and is continuing, each Note Owner materially adversely affected thereby may, at its option, request a Definitive Note evidencing such Noteholder’s interest in the related Class of Notes. In order to make such request, such Noteholder shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with instructions for the Securities Administrator to exchange or cause the exchange of the Noteholder’s interest in such Class of Notes for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Notes and the Note Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Note, and any other information reasonably required by the Securities Administrator), (x) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Note Principal Balance of the Definitive Note, (y) the Securities Administrator shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Note evidencing such Noteholder’s interest in such Class of Notes and (z) the Securities Administrator shall execute and authenticate a new Book-Entry Note reflecting the reduction in the Note Principal Balance of such Class of Notes by the amount of the Definitive Notes.

Definitive Notes. If With respect to any Class or Classes of Book-Entry Notes, if (i)(Ai) the Administrator Depositor advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the such Class of Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator Depositor is able unable to locate a qualified successor, (ii) the Administrator Depositor, at its option sole option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Defaultan Event of Servicing Termination, Note Owners of Book-such Class of Book- Entry Notes representing evidencing beneficial interests aggregating at least not less than a majority of the Outstanding Amount principal amount of such Notes Class advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Class of Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of such Class and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to the Note Owners of the related applicable Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Classto Note Owners, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Defaultan Event of Servicing Termination, Note Owners of Book-Entry Notes representing evidencing beneficial interests aggregating at least not less than a majority of the principal amount of the Book-Entry Notes Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such the Note Owners, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Classto Note Owners, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Noteholders hereunderNoteholders.

Definitive Notes. If (i)(Ai) the Seller, the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Seller, the Owner Trustee nor or the Administrator is able are unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Administrator Seller, the Indenture Trustee or the Administrator, at its option and to the extent permitted by law, advises the Indenture Trustee each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such the Notes of all Classes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of such the Note OwnersOwners acting together as a single Class, then, in each case, then the Indenture Trustee Clearing Agency shall notify all Note Owners of and the related Class of Notes through the Clearing Agency Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Indenture Trustee, Issuer and Administrator shall not be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders hereunderwill be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing. Interest and principal payments on the Definitive Notes on each Distribution Date will be made to the holders in whose names the related Definitive Notes, as applicable, were registered at the close of business on the related Deposit Date. Payments will be made by check mailed to the address of such holders as they appear on the Note register, except that a Noteholder having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the Indenture Trustee at least five Business Days prior to the Deposit Date. The final payment on any Definitive Notes will be made only upon presentation and surrender of the Definitive Notes at the office or agency specified in the notice of final payment to Noteholders. After the Closing Date, if any of the Notes have been issued as Definitive Notes pursuant to this Section then the Holder of a Definitive Note and the Issuer may elect for such Note to be issued in the form of a Book-Entry Note (provided the Clearing Agency is then willing and able to discharge its responsibilities with respect to the Book-Entry Notes). In connection with such election, the Issuer and the Indenture Trustee shall upon Issuer Order execute, authenticate and deliver the Book-Entry Note and documents related thereto in accordance with the terms hereof and the Issuer Order.

Definitive Notes. If (i)(Ai) the Administrator advises the ---------------- Indenture Trustee in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount Security Balances of such the Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, Depository in writing that the continuation of a book-entry system through the Clearing Agency Depository is no longer in the best interests of such Note the Beneficial Owners, then, in each case, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or typewritten Notes representing the Book-Entry Notes by the Clearing AgencyDepository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing AgencyDepository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a ClassNotes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunderNoteholders.