Common use of Definitive Notes Clause in Contracts

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and and, if requested by the Servicer, the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository, or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Note Balances Balance of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the DepositoryDepository (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 Depository. 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, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders.

Definitive Notes. If (ia) the Issuer advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee or the Issuer is unable to locate a qualified successor successor, (b) the Issuer, at its sole option, elects to terminate the book-entry system through the Depository with respect to any or all Classes of Notes or (iic) after the occurrence of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority (other than Bluegreen or an Affiliate thereof) evidencing not less than 66-2/3% of the then Adjusted Note Balances Balance of the Notes such Class of Global Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Global Notes, through the Depository is no longer in the best interests interest of the Beneficial such Note Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the samesuch Note Owners. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, 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 Depository. 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, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders 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) the Indenture Trustee Securities Administrator determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Securities Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Balance of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee Securities Administrator of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee Securities Administrator of the typewritten Notes representing the Book-Entry Notes by the Depository, 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 Depository. None of the Issuer, the Note Registrar or Registrar, the Indenture Trustee or the 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, the Indenture Trustee Securities Administrator shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, 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 Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee Depositor determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Depositor is unable to locate a qualified successor successor, (ii) the Depositor, with the prior consent of the Beneficial Owners, notifies the Indenture Trustee and the Depository that it has elected to terminate the book-entry system through the Depository, or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Term Note Balances Balance of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender by the Depository to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the DepositoryDepository (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 Depository. 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, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Note Balances Balance of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Book Entry Notes by the Book Entry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If If: (i) the Administrator advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Administrator is unable to locate a qualified successor 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 (iiiii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Notes advise the Depository Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository shall Clearing Agency has undertaken to notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) for any Notes issued as Book-Entry Notes, the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the such Notes and the Indenture Trustee Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Ownerssuccessor, then the Depository shall notify all Beneficial Owners and the Indenture Trustee in writing of the occurrence of any such event and of the availability of Definitive Notes to Beneficial such Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes or Notes representing the such Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the related Definitive Notes in accordance with the instructions of the Depository. None of the Issuer, the Note Administrator, the 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 such Definitive Notes, the Indenture Trustee shall recognize the Holders of the such Definitive Notes as Noteholders. The Indenture Trustee shall not be liable if the Administrator or the Indenture Trustee is unable to locate a qualified successor Depository. If Definitive Notes are issued and the Indenture Trustee is not the Registrar, the Issuer shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Noteholders (i) as of each Record Date, within five (5) days thereafter and (ii) within thirty (30) days after receipt by the Issuer of a request therefor.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Note Balances Balance of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (ia) the Depository advises the Indenture Trustee determines in writing that the Depository is no longer willing willing, qualified or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee Issuer is unable to locate a qualified successor successor, or (iib) after the occurrence of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority evidencing not less than 66-2/3% of the Adjusted Note Balances Balance of the Notes such Class of Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Notes, respectively, through the Depository is no longer in the best interests interest of the Beneficial such Note Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depositorysuch Note Owners. None of the Issuer, the Note Registrar Indenture Trustee or the Indenture Trustee Servicer 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, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders 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) the Administrator advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Issuer is unable to locate a qualified successor 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 (iiiii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Notes Controlling Class advise the Depository Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository, or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Note Balances Balance of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the DepositoryDepository (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 Depository. 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, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders.

Definitive Notes. If (ia) the Depository advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee or the Issuer is unable to locate a qualified successor or (iib) after the occurrence and during the continuation of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority (other than DRII or an Affiliate thereof) evidencing not less than 51% of the Outstanding Note Balances Balance of the Notes a Class of Global Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Global Notes through the Depository is no longer in the best interests interest of the Beneficial such Note Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the samesuch Note Owners. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, 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 Depository. 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, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders 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) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Term Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Term Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Term Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Term Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Term Notes representing the Book-Entry Notes by the Depository, 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 Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. Each Variable Pay Revolving Note shall be issued as a Definitive Note. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Term Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Depositor, with the prior consent of the Beneficial Owners, notifies the Indenture Trustee and the Depository that it has elected to terminate the book-entry system through the Depository, or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Term Notes representing beneficial interests aggregating at least a majority of the aggregate Term Note Balances Balance of the Term Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Term Notes representing the Book-Entry Notes by the DepositoryDepository (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 Depository. 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, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises the ---------------- Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Note Balances Balance or Notional Amount, as applicable, of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If the Notes of a Series are Book-Entry Notes and if (i) the Indenture Master Servicer advises the Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes of such Series, and the Indenture Trustee Master Servicer is unable to locate a qualified successor successor, (ii) the Master Servicer at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of DefaultDefault with respect to such Series, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Notes advise the Depository Trustee through the Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Beneficial Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Balance of the Book-Entry Notes advise the Depository Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial such Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Term Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Term Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Term Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Term Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Term Notes representing the Book-Entry Notes by the Book-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 Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Note Balances of the Book-Entry Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the such Beneficial Owners, then the Depository shall notify all Beneficial Owners of Book-Entry Notes and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to such Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Defaulta Rapid Amortization Event, Beneficial Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Balance of the Book-Entry Notes advise the Depository Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial such Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (ia) the Depository advises the Indenture Trustee determines in writing that the Depository is no longer willing willing, qualified or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee Issuer is unable to locate a qualified successor successor, (b) the Issuer, at its sole option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to any or all Classes of Notes through the Depository, or (iic) after the occurrence of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority evidencing not less than 66-2/3% of the Adjusted Note Balances Balance of the Notes such Class of Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Notes, respectively, through the Depository is no longer in the best interests interest of the Beneficial such Note Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depositorysuch Note Owners. None of the Issuer, the Note Registrar Indenture Trustee or the Indenture Trustee Servicer shall be liable for any delay in delivery of such instructions and may conclusively rely onin, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders 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 If: (i) the Administrator advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Administrator is unable to locate a qualified successor 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 (iiiii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Notes advise the Depository Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository shall Clearing Agency has undertaken to notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Note Balances Balance of the Notes (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Issuer advises the Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Issuer is unable to locate a qualified successor successor, or (ii) to the extent permitted by law, the Issuer, at its option advises the 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 Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Aggregate Principal Amount of the Notes advise the Depository Issuer and the Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the sameNote Owners. Upon surrender to the Indenture Trustee of the typewritten word-processed Note or Notes representing the Book-Entry Global Notes by the DepositoryClearing 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 DepositoryClearing 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 NotesNotes to Note Owners, the Indenture Trustee shall recognize the Holders of the such Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture SPC advises the Trustee determines in writing that the Depository is no longer willing or able properly to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee SPC is unable to locate a qualified successor successor, (ii) the SPC at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of Note Majority advises the Note Balances of the Notes advise Trustee and the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Note Owners, then the Depository shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, all references herein to obligations imposed upon or to be performed by the Indenture Depository shall be deemed to be imposed upon and performed by the Trustee or a Paying Agent (if other than the Trustee), to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (ia) the Depository advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee or the Issuer is unable to locate a qualified successor or (iib) after the occurrence and during the continuation of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority (other than DRC or an Affiliate thereof) evidencing not less than 51% of the aggregate Outstanding Note Balances Balance of the Notes a Class of Global Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Global Notes through the Depository is no longer in the best interests interest of the Beneficial such Note Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the samesuch Note Owners. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, 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 Depository. 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, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders 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 (a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 shall be transferred to each Person that the Depositary identifies as the beneficial owner thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix A and (i) the Indenture Trustee determines that Depositary notifies the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes Company and the Indenture Trustee that it is unwilling or unable to locate continue as a qualified Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depositary is not appointed by the Company within 90 days of such notice, or (ii) after the occurrence of an Event of DefaultDefault has occurred and is continuing or (iii) the Company, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority in its sole discretion and subject to the procedures of the Note Balances of Depository, notifies the Notes advise the Depository Trustee in writing that it elects to cause the continuation issuance of a book-entry system through certificated Notes under this Indenture. Neither the Depository is no longer in Trustee nor any Transfer Agent will be required to register the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence transfer or exchange of any such event and Certificated Notes for a period of fifteen (15) days preceding any interest payment date, or register the availability transfer or exchange of Definitive any Certificated Notes to Beneficial Owners requesting previously called for redemption. Neither the same. Upon surrender to Company nor the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay by DTC or any participant or indirect participant in delivery identifying the beneficial owners of such instructions the Notes and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon instructions from DTC for all purposes (including with respect to the issuance of Definitive Notesregistration and delivery, and the Indenture Trustee shall recognize the Holders respective principal amounts, of the Definitive Notes as Noteholdersto be issued).

Definitive Notes. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes No tes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Defaulta Rapid Amortization Trigger Event, Beneficial Note Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Book-Entry Notes advise the Depository Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial such Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners of the Notes requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository to the extent permitted pursuant to the Depository's rules, or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Note Balances of the Book-Entry Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the such Beneficial Owners, then the Depository shall notify all Beneficial Owners of Book-Entry Notes and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to such Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, 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 Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the Book-Entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Note Balances Balance of the Notes advise the Depository in writing that the continuation of a bookBook-entry Entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, 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 Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Servicer is unable to locate a qualified successor successor, (ii) the Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Defaulta Rapid Amortization Event, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Notes advise the Depository Indenture Trustee through the Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) in the actual knowledge of a Responsible Officer of the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor or successor, (ii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Balance of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders Noteholders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Administrator advises the Trustee determines in writing that the Depository is no longer willing or able properly to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances of the Notes advise Majority advises the Depository in writing that the continuation of a book-book- entry system through the Depository is no longer in the best interests of the Beneficial Note Owners, then the Depository shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If If: (i) the Administrator advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Administrator is unable to locate a qualified successor 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 (iiiii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Notes advise the Depository Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository shall Clearing Agency has undertaken to notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines Depository notifies the Issuing Entity that the Depository it is no longer willing or able to properly discharge its responsibilities with respect to the Offered Notes and the Indenture Trustee is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Beneficial Owners of Offered Notes representing beneficial interests aggregating at least a majority of the Note Principal Balances of the Offered Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes any such Note representing the Book-Entry Notes by the Depository, 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 Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Depositor or the Depository advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Servicer is unable to locate a qualified successor successor, (ii) the Depositor at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an a Servicer Event of Default or Event of Default, Beneficial Owners Holders of Notes representing beneficial interests aggregating at least a majority evidencing not less than 51% of the Note Balances Outstanding Amount of the Notes advise the Indenture Trustee through the Depository in writing that the continuation of a book-book entry system through the Depository is no longer in the best interests of the Beneficial Note Owners, then the Depository Indenture Trustee shall notify all Beneficial Depository Participants and Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Note Balances Balance or Notional Amount, as applicable, of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Note Owners, then the Depository Indenture Trustee shall notify all Beneficial Note Owners and through the Indenture Trustee Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Book- Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Book-Entry Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Book- Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book Entry Notes and the Indenture Trustee Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of DefaultDefault hereunder, Beneficial Note Owners of the Book Entry Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Balance of the Book Entry Notes advise the Depository Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of such Note Owners and the Beneficial OwnersClearing Agency consents, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee Note Registrar of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee Note Registrar of the typewritten Notes representing the Book-Book Entry Notes by the DepositoryClearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee Note Registrar shall authenticate the Definitive Notes in accordance with the instructions of the DepositoryClearing Agency. None of the Issuer, the Note Registrar Registrar, Trust 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, the Indenture Trustee and the Trust Administrator shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (ia) the Issuer advises the Indenture Trustee determines in writing that the Depository is no longer willing willing, qualified or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee or the Issuer is unable to locate a qualified successor successor, (b) the Issuer, at its sole option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to any or all Classes of Notes through the Depository, or (iic) after the occurrence of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority evidencing not less than 66-2/3% of the Adjusted Note Balances Balance of the Notes such Class of Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Notes, respectively, through the Depository is no longer in the best interests interest of the Beneficial such Note Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depositorysuch Note Owners. None of the Issuer, the Note Registrar Indenture Trustee or the Indenture Trustee Servicer 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, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders 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) the Depositor advises the Indenture Trustee determines or the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as clearing agency with respect to the Notes and the Indenture Trustee Depositor is unable to locate a qualified successor within 30 days, (ii) the Depositor, at its option (with the consent of the Indenture Trustee, which consent shall not by unreasonably withheld), elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating any Note Owner materially and adversely affected thereby may, at least its option, request and receive a majority of the Definitive Note Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer evidencing such Note Owner’s Percentage Interest in the best interests related Class of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the sameNotes. Upon surrender to the Indenture Trustee of the global Note or definitive typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and Note Registrar will re-issue the Indenture Trustee shall authenticate the Book-entry Notes as Definitive Notes issued in accordance with the instructions of the Depositoryrespective Note Principal Balances owned by individual Note Owners. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Depositor notifies the Indenture Trustee of its intent to terminate the book entry system through the Depository and, upon receipt of notice of such intent from the Depository, the Beneficial Owners of the Book-Entry Notes agree to initiate such termination or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee Note Registrar shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Issuer advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities properly with respect to the book-entry Notes and the Indenture Trustee Issuer is unable to locate a qualified successor successor, (ii) the Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository, or (iiiii) after the occurrence of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority not less than 51% of the Note Balances of the Notes aggregate Outstanding Amount advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Note Owners, then the Depository shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such the event and of the availability of Definitive definitive Notes to Beneficial Note Owners requesting the samethem. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Bookbook-Entry entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Definitive definitive Notes in accordance with the instructions of the Depository. None of the Issuer, the Note Registrar Registrar, or the Indenture Trustee shall be liable for any delay in delivery of such the instructions and may conclusively rely on, and shall be protected in relying on, such the instructions. Upon On the issuance of Definitive definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the bookentry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Note Balances Balance or Notional Amount, as applicable, of the Notes advise the Depository in writing that the continuation of a book-entry bookentry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry BookEntry Notes by the BookEntry Custodian or the Depository, as applicable, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. (a) If (i) the Indenture Issuer notifies the ---------------- Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes or ceases to be a "clearing agency" registered under the Exchange Act, and the Indenture Trustee Issuer is unable to locate a qualified successor within 90 days or (iiiii) after the occurrence of an Event of DefaultControlling Party, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of its sole option, advises the Note Balances of Trustee through the Notes advise the Depository Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes Rule 144A Global Note by the DepositoryClearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Definitive Notes in accordance with the instructions of the DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If The Notes will be issued as Definitive Notes, rather than to DTC or its nominee, only if (ia) the Indenture Trustee determines that Securities Depository notifies the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes Issuer and the Indenture Trustee that it is unwilling or unable to locate a qualified successor continue as the Securities Depository with respect to any or (ii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances all of the Notes advise or (b) at any time the Securities Depository shall no longer be registered or in writing that good standing under the continuation Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, as required, and in either case a book-entry system through the successor Securities Depository is no longer in not appointed by the best interests Issuer within 90 days after the Issuer receives notice or becomes aware of such condition, as the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of case may be. Upon the occurrence of any such event and of the availability events described in the immediately preceding paragraph, the Issuer will issue the Notes of each Class in the form of Definitive Notes and thereafter the Indenture Trustee will recognize the holders of such Definitive Notes as Noteholders of each such Class under this Indenture. In connection with any proposed transfer outside the book entry system or exchange of beneficial interest in a Note for Notes in definitive registered form, the Issuer shall be required to Beneficial Owners requesting the same. Upon surrender provide or cause to be provided to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes all information reasonably available to it that is reasonably requested by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. None of the Issuer, the Note Registrar or and is otherwise necessary to allow the Indenture Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Indenture Trustee may rely on any such information provided to it and shall be liable for any delay in delivery have no responsibility to verify or ensure the accuracy of such instructions and may conclusively rely on, and shall be protected in relying on, such instructionsinformation. Upon the issuance of Definitive Notes, the The Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholdersnot have any responsibility or liability for any actions taken or not taken by DTC.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of any class of Notes representing beneficial interests aggregating at least a majority of the Note Balances Principal Balance of the such class of Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Term Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Term Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Term Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Term Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Term Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Term Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Term Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the 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 hereof, or (iiiv) after the occurrence of an Event of Default, Beneficial Owners of Term Notes representing beneficial interests aggregating at least a majority of the aggregate Term Note Balances Balance of the Term Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Term Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Term Notes representing the Book-Entry Notes by the DepositoryDepository (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 Term Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (ia) the Depository advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes as Depository and the Indenture Trustee is or the Issuers are unable to locate a qualified successor successor, (b) the Issuers, at their option, advise the Indenture Trustee in writing that they elect to terminate the book-entry system with respect to any or all Classes of Notes through the Depository, or (iic) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority Noteholders evidencing not less than 50% of the aggregate Outstanding Note Balances Balance of the Notes a Class of Notes, advise the Indenture Trustee and the Depository through the Direct Participants in writing that the continuation of a book-entry system with respect to such Class of Notes, respectively, through the Depository is no longer in the best interests interest of the Beneficial Ownerssuch Noteholders, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Noteholders through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting such Noteholders. Neither the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. None of the Issuer, the Note Registrar or Issuers nor 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, the Issuers, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders 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. (a) If (i) the Indenture Issuer notifies the ---------------- Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes or ceases to be a "clearing agency" registered under the Exchange Act, and the Indenture Trustee Issuer is unable to locate a qualified successor within 90 days or (ii) after the occurrence of an Event of DefaultControlling Party, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of its sole option, advises the Note Balances of Trustee through the Notes advise the Depository Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes Rule 144A Global Note by the DepositoryClearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Definitive Notes in accordance with the instructions of the DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (ia) the Depository advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee or the Issuer is unable to locate a qualified successor or (iib) after the occurrence and during the continuation of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority (other than DRC or an Affiliate thereof) evidencing not less than 51% of the Outstanding Note Balances Balance of the Notes a Class of Global Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Global Notes through the Depository is no longer in the best interests interest of the Beneficial such Note Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the samesuch Note Owners. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, 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 Depository. 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, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders 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. (a) If (i) the Indenture Issuer notifies the Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes or ceases to be a "clearing agency" registered under the Exchange Act, and the Indenture Trustee Issuer is unable to locate a qualified successor within 90 days or (ii) after the occurrence of an Event of DefaultControlling Party, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of its sole option, advises the Note Balances of Trustee through the Notes advise the Depository Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes Rule 144A Global Note by the DepositoryClearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Definitive Notes in accordance with the instructions of the DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises ---------------- the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises the ---------------- Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Global Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system of registration through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority the Noteholders evidencing not less than 50% of the Note Balances of the Notes then Principal Amount advise the Indenture Trustee and the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial OwnersNoteholders, then the Depository shall be expected to notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by re-registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the written instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. Section 4.09.

Definitive Notes. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Term Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Term Notes representing beneficial beneficial, interests aggregating at least a majority of the Note security Balances of the Term Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Term Notes to Beneficial Owners requesting the same. same Upon surrender to the Indenture Trustee of the typewritten Term Notes representing the Book-Entry Notes by the Depository, 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 Depository. 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. instructions Upon the issuance of Definitive Notes, . the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Servicer or the Depository advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Issuer is unable to locate a qualified successor successor; (ii) the Servicer, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository; or (iiiii) after the occurrence of an Event of a Servicer Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Majority in Voting Interest of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Note Owners, then the Depository shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall shall, at the Administrator's cost and expense, execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If the Notes of a Series are Book-Entry Notes and if (i) the Indenture Master Servicer advises the Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes of such Series, and the Indenture Trustee Master Servicer is unable to locate a qualified successor successor, (ii) the Master Servicer at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of DefaultDefault with respect to such Series, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Notes advise the Depository Trustee through the Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. (a) If (i) the Indenture Issuer notifies the ---------------- Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes or ceases to be a "clearing agency" registered under the Exchange Act, and the Indenture Trustee Issuer is unable to locate a qualified successor within 90 days or (iiiii) after the occurrence of an Event of DefaultControlling Party, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances of the Notes its sole option, advise the Depository Trustee through the Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes Rule 144A Global Note by the DepositoryClearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Definitive Notes in accordance with the instructions of the DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Administrator advises the ---------------- Trustee determines in writing that the Depository is no longer willing or able properly to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances of the Notes advise Majority advises the Depository in writing that the continuation of a book-book- entry system through the Depository is no longer in the best interests of the Beneficial Note Owners, then the Depository shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If If: (i) the Administrator advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to ableto properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Administrator is unable to locate a qualified successor 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 (iiiii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Notes advise the Depository Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository shall Clearing Agency has undertaken to notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Servicer advises the Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Servicer is unable to locate a qualified successor successor, (ii) the Servicer at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iiiii) after the occurrence of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Notes Notes, with the prior written consent of the Note Insurer, advise the Depository Trustee through the Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Owners Note Owners, the Note Insurer and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. (a) If (i) the Issuer advises the Indenture Trustee determines in writing that the Depository is no longer willing willing, qualified or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee or the Issuer is unable to locate a qualified successor successor, (ii) the Issuer, at its sole option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Class A-1 Notes through the Depository, or (iiiii) after the occurrence of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority evidencing not less than 66-2/3% of the Outstanding Note Balances Balance of the Notes Class A-1 Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to the Class A-1 Notes through the Depository is no longer in the best interests interest of the Beneficial such Note Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depositorysuch Note Owners. None of the Issuer, the Note Registrar Indenture Trustee or the Indenture Trustee Servicer 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, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders 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 (ia) the Depository advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee or the Issuer is unable to locate a qualified successor or (iib) after the occurrence and during the continuation of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority (other than DRC or an Affiliate thereof) evidencing not less than 51% of the Outstanding Note Balances Balance of the Notes Global Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Global Notes through the Depository is no longer in the best interests interest of the Beneficial such Note Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the samesuch Note Owners. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, 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 Depository. 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, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders 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) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository to the extent permitted pursuant to the Depository's rules, or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Note Balances of the Book-Entry Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the such Beneficial Owners, then the Depository shall notify all Beneficial Owners of Book-Entry Notes and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to such Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Master Servicer advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Master Servicer is unable to locate a qualified successor successor, (ii) the 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 (iiiii) after the occurrence of an Event of Defaulta Rapid Amortization Event, Beneficial Note Owners of Notes representing beneficial interests aggregating in at least a majority of the Note Balances of the Notes Balance advise the Depository Indenture Trustee through the Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the DepositoryClearing Agency, accompanied by registration instructions, the Issuer Trust shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the DepositoryClearing Agency. None of the IssuerTrust, 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, the Indenture Trustee shall recognize the Holders holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Note Balances of the Notes Balance advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Global Notes and the Indenture Trustee is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the aggregate Note Balances Balance of the Global Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Global Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders holders of the such Definitive Notes as Global Noteholders.

Definitive Notes. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee Administrator is unable to locate a qualified successor 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 (iiiii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the such Notes advise the Depository Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial such Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.may

Definitive Notes. If (i) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee is unable to locate a qualified successor successor, (ii) the Indenture Trustee elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances of the Notes Majority Noteholders advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Master Servicer advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Master Servicer is unable to locate a qualified successor successor, (ii) the 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 (iiiii) after the occurrence of an Event of Defaulta Rapid Amortization Event, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Notes advise the Depository Indenture Trustee through the Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Servicer advises the Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Servicer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Amount of the Notes advise the Depository Trustee through the Clearing Agency in writing that the continuation of a book-book entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (ia) the Depository advises the Indenture Trustee determines in writing that the Depository is no longer willing willing, qualified or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee Issuer is unable to locate a qualified successor successor, (b) the Issuer, at its sole option, advises the Indenture Trustee in writing that it elects to terminate the book- entry system with respect to any or all Classes of Notes though the Depository, or (iic) after the occurrence of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority evidencing not less than 66-2/3% of the Adjusted Note Balances Balance of the Notes such Class of Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Notes, respectively, through the Depository is no longer in the best interests interest of the Beneficial such Note Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depositorysuch Note Owners. None of the Issuer, the Note Registrar Indenture Trustee or the Indenture Trustee Servicer 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, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersNoteholders 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) the Indenture Issuer advises the Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Issuer is unable to locate a qualified successor successor, or (ii) the Issuer, at its option advises the 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 Note Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Aggregate Principal Amount of the Notes advise the Depository Issuer and the Clearing Agency in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial Note Owners, then the Depository Clearing Agency shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the sameNote Owners. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Global Notes by the DepositoryClearing 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 DepositoryClearing 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.such

Definitive Notes. If (i) the Indenture Trustee Securities Administrator determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Securities Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances Balance of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee Securities Administrator of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee Securities Administrator of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer Issuing Entity shall execute and the Indenture Trustee Securities Administrator shall authenticate the Definitive Notes in accordance with the instructions of the Depository. None of the IssuerIssuing Entity, the Note Registrar or Registrar, the Indenture Trustee or the 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, the Indenture Trustee Securities Administrator shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. (a) If (a) (i) the Indenture Trustee determines Servicer advises the Issuer in writing that the Depository DTC is no longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect to the Notes and (ii) the Indenture Trustee Issuer is unable to locate a qualified successor successor, (b) the Servicer, at its option, advises the Issuer in writing that it elects to terminate the book-entry system with respect to the Notes or (iic) after the occurrence of an "Event of Default" under this Indenture or a default by the Servicer under the Assignment and Servicing Agreement, Beneficial Owners of Notes representing beneficial interests aggregating at least Noteholders evidencing not less than a majority of the Note Balances aggregate unpaid Outstanding Principal Amount of the Notes advise the Depository Issuer in writing that the continuation of a book-entry system through with respect to the Depository Notes is no longer in the best interests of the Beneficial Note Owners, then the Depository Issuer shall notify the Trustee in writing and all Beneficial Note Owners and through the Indenture Trustee Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the sameNotes. Upon surrender to the Indenture Trustee by DTC of the typewritten Notes representing the Book-Entry Notes by the DepositoryNotes, accompanied by registration instructionsand transfer instructions from DTC for registration, the Issuer shall execute and the Indenture Trustee shall authenticate the reissue such Notes as Definitive Notes in accordance with to the instructions of the DepositoryNoteholders. None of the Issuer, the Note Registrar or the Indenture Trustee The Issuer shall not 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, as the Indenture Trustee case may be, all references herein to obligations imposed upon or to be performed by DTC 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 NoteholdersNoteholders hereunder.

Definitive Notes. If (ia) the Issuer advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee or the Issuer is unable to locate a qualified successor successor, (b) the Issuer, at its sole option, elects to terminate the book-entry system through the Depository with respect to any or all Classes of Notes or (iic) after the occurrence of an Event of Default, Beneficial Note Owners of Notes representing beneficial interests aggregating at least a majority (other than Bluegreen or an Affiliate thereof) evidencing not less than 66-2/3% of the then Adjusted Note Balances Balance of the Notes such Class of Global Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to such Class of Global Notes, through the Depository is no longer in the best interests interest of the Beneficial such Note Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the samesuch Note Owners. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Depository, 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 Depository. 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, the Issuer, the Indenture Trustee Trustee, the Note Registrar and the Servicer shall recognize the Holders holders of the Definitive Notes as NoteholdersKL2 3337076.6 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) the Indenture Trustee determines that the Note Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee Issuer is unable to locate a qualified successor successor, or (ii) after the occurrence of an Event of DefaultDefault hereunder, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority the Controlling Party of the Book-Entry Notes advises the Note Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Note Depository is no longer in the best interests of such Owners and the Beneficial OwnersNote Depository consents, then the Note Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee Registrar of the typewritten Notes representing the Book-Entry Notes by the Note Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee Registrar shall authenticate the Definitive Notes in accordance with the instructions of the DepositoryNote Depository and this Indenture. None of Neither the Issuer, Issuer nor 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, the Indenture Registrar and the Trustee shall recognize the Holders holders of the Definitive Notes as NoteholdersOwners.

Definitive Notes. (a) If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Notes Depository Agreement, and the Administrator or the Indenture Trustee is unable to locate a qualified successor to which the Insurer (unless the Insurer is not the Controlling Party) has provided its prior written consent, or (ii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances of Controlling Party advises the Notes advise Indenture Trustee through the Depository Clearing Agency Participants in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial related Note Owners, then the Depository Indenture Trustee shall notify all Beneficial Owners Note Owners, through the 22 Indenture Clearing Agency, and the Indenture Trustee of the occurrence of any such event and Insurer of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing evidencing the Book-Book Entry Notes by the DepositoryClearing 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 DepositoryClearing Agency. None of the Issuer, the Note Registrar Registrar, the 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 NotesNotes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders hereunder.

Definitive Notes. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book_entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Notes advise the Depository in writing that the continuation of a book-entry book_entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Book_Entry Notes by the Depository, 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 Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities responsibil- ities with respect to the Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Book- Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. (a) If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to as described in the Notes Depository Agreement, and the Administrator or the Indenture Trustee is unable to locate a qualified successor to which the Insurer (unless the Insurer is not the Controlling Party) has provided its prior written consent, or (ii) after the occurrence of an Event of Default or a Servicer Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances of Controlling Party advises the Notes advise Indenture Trustee through the Depository Clearing Agency Participants in writing that the continuation of a book-entry system through the Depository Clearing Agency is no longer in the best interests of the Beneficial related Note Owners, then the Depository Indenture Trustee shall notify all Beneficial Owners Note Owners, through the Clearing Agency, and the Indenture Trustee of the occurrence of any such event and Insurer of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing evidencing the Book-Book Entry Notes by the DepositoryClearing 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 DepositoryClearing Agency. None of the Issuer, the Note Registrar Registrar, the 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 NotesNotes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as NoteholdersNoteholders hereunder.

Definitive Notes. If (ia) the Indenture Trustee determines that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee Issuer is unable to locate a qualified successor or (iib) after the occurrence of an Indenture Event of Default, Beneficial Owners Noteholders of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Note Balances Outstanding Balance of the Book-Entry Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Ownerssuch Noteholders, then the Depository shall notify all Beneficial Owners Noteholders, the Note Registrar, the Securities Administrator and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee Securities Administrator of the typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and upon receipt of an Issuer Order the Indenture Trustee Note Registrar shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee and the Note Registrar shall recognize the Holders holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Indenture Administrator advises the Trustee determines in writing that the Depository is no longer willing or able properly to properly discharge its responsibilities with respect to the Notes Notes, and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Balances of the Notes advise Majority advises the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Note Owners, then the Depository shall notify all Beneficial Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Administrator advises the Indenture Trustee determines in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Indenture Trustee Administrator is unable to locate a qualified successor successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating at least a majority of the Note Security Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Book- Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Depository. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Definitive Notes. If (i) the Depositor advises the Indenture Trustee determines or the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as clearing agency with respect to the Notes and the Indenture Trustee Depositor is unable to locate a qualified successor within 30 days, (ii) the Depositor, at its option (with the consent of the Indenture Trustee, which consent shall not by unreasonably withheld), elects to terminate the book-entry system through the Depository or (iiiii) after the occurrence of an Event of Default, Beneficial Owners of Notes representing beneficial interests aggregating any Note Owner materially and adversely affected thereby may, at least its option, request and receive a majority of the Definitive Note Balances of the Notes advise the Depository in writing that the continuation of a book-entry system through the Depository is no longer evidencing such Note Owner's Percentage Interest in the best interests related Class of the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners requesting the sameNotes. Upon surrender to the Indenture Trustee of the global Note or definitive typewritten Notes representing the Book-Entry Notes by the Depository, accompanied by registration instructions, the Issuer shall execute and Note Registrar will re-issue the Indenture Trustee shall authenticate the Book-entry Notes as Definitive Notes issued in accordance with the instructions of the Depositoryrespective Note Principal Balances owned by individual Note Owners. 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.