Common use of Definitive Notes Clause in Contracts

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Default, Senior Note Owners representing in the aggregate not less than 51 % of the Outstanding Amount advise the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior 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. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If (a) The Notes of any Series or Class, Subclass or Tranche of any Series, to the extent provided in the applicable Series Supplement, upon original issuance, may be issued in the form of Definitive Notes. The applicable Series Supplement shall set forth the legend relating to the restrictions on transfer of such Definitive Notes and such other restrictions as may be applicable. (b) With respect to the Notes of any Series, Class, Subclass or Tranche of any Series issued in the form of typewritten Notes representing Book-Entry Notes, if (i) (A) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in the Depository Agreement with respect to any such Series of Notes and (B) the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series, Class, Subclass or Tranche of any Series of Notes Outstanding issued in the form of Book-Entry Notes or (iii) after an Indenture Defaultthe occurrence of a Rapid Amortization Event, Senior with respect to any Series of Notes Outstanding, Note Owners representing holding a beneficial interest in the aggregate not less than 51 excess of 50% of the aggregate Outstanding Principal Amount of such Series, Class, Subclass or Tranche of Notes advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, the Indenture Trustee shall be required to notify all Senior Note OwnersOwners of such Series, through the applicable Clearing AgencyAgency Participants, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the sameof such Series. Upon surrender to the Indenture Trustee of the Notes of such Series, Class, Subclass or Tranche by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Issuer shall execute and the Trustee shall issue authenticate, upon receipt of a Company Order, and deliver an equal aggregate principal amount of Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None in accordance with the instructions of the Owner Trustee, Clearing Agency. Neither the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Upon the issuance of Definitive Notes of such Series, Class, Subclass or Tranche of Notes all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall not be liable if recognize the Indenture Trustee or Holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with Series, Class, Subclass or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution Tranche of such Senior Notes. If Definitive Notes are issued Series as Noteholders of such Series, Class, Subclass or Tranche of such Series hereunder and under the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforapplicable Series Supplement.

Definitive Notes. If any of the following events occurs: (i) (A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (B) the Indenture Trustee or the Administrator is unable to locate and reach an agreement on satisfactory terms with a qualified successor, ; or (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class; or (iii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Beneficial Owners representing in the aggregate not less than 51 % of at least a majority of the Outstanding Amount of the Notes of such Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such Class; then, the Indenture Trustee shall be required to will notify all Senior Note Owners, through the Clearing Agency, Beneficial Owners of such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such Class requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Class, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer will execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue will authenticate Definitive Notes to Senior Note Owners, who thereupon shall become Senior of such Class and will recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall will be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall will be protected in relying on, such instructions. The Indenture Trustee shall not Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be liable if performed by the Indenture Trustee with respect to the applicable Clearing Agency or the Administrator is unable Foreign Clearing Agency will be deemed to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined imposed upon and performed by the officers executing such Senior Indenture Trustee with respect to the holders of the Definitive Notes, as evidenced by their execution of to the extent applicable with respect to such Senior Definitive Notes. If Definitive Notes are issued , and the Indenture Trustee is not will recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If Book-Entry Notes have been issued with respect to any Series or Class and (i) (A) the Administrator Issuer, at its option, advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Series or Class or (iiiii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Owners beneficial owners of such Series or Class representing in the aggregate not less than 51 50% of the Outstanding Amount principal amount of the Book-Entry Notes of such Series or Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency in writing through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through with respect to the Clearing Agency Notes of such Series or its successor Class is no longer in the best interest interests of Senior Note Ownersthe beneficial owners of such Series or Class, then the Indenture Trustee shall be required to notify all Senior Note Ownersbeneficial owners of such Series or Class, through the Clearing Agency or Foreign Clearing Agency, as applicable, of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the samebeneficial owners of such Series or Class. Upon surrender to the Indenture Trustee of such Notes by the Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Issuer shall execute and the Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this IndentureAgreement. None of Neither the Owner Trustee, Issuer nor the Senior Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall not be liable if recognize the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The registered Holders of such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with Series or without steel engraved borders), all Class as determined by the officers executing such Senior Notes, as evidenced by their execution Noteholders of such Senior NotesSeries or Class hereunder. If Definitive Notes are issued will be transferable and exchangeable at the Indenture Trustee is not offices of the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in with respect to the Depository Agreement Notes, and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing circumstances change so that it elects to terminate the book-entry system through the Clearing Agency is less advantageous due to economic or administrative burden or the use of the book- entry system becomes unlawful with respect to the Notes or the Issuer notifies the Indenture Trustee in writing that because of the change in circumstances the Issuer is terminating the book- entry system with respect to the Notes or (iii) after the occurrence of an Indenture Event of Default, Senior Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of such Class of Notes advise the Indenture Trustee through the Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior the Note OwnersOwners of such Class of Notes, then the Indenture Trustee shall be required will cause the Clearing Agency to notify all Senior Note OwnersOwners of such Class of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior such Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes in accordance with the instructions of this Indenturethe Clearing Agency. None of the Owner TrusteeIssuer, the Senior 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. The Upon the issuance of Definitive Notes, the Indenture Trustee shall not be liable if recognize the Indenture Trustee or holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination as the Noteholders for such Class of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. (a) If Book-Entry Notes have been issued with respect to any Series or Class and (i) (A) the Administrator Obligors' Agent advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in under the Depository Agreement with respect to such Series or Class and (B) the Indenture Trustee or the Administrator Obligors' Agent is unable to locate a qualified successor, successor or (ii) the Administrator Obligors' Agent, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to such Series or (iii) after an Indenture Default, Senior Note Owners representing in the aggregate not less than 51 % of the Outstanding Amount advise the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, the Indenture Trustee shall be required to notify all Senior Note Owners, Class through the Clearing Agency, then upon surrender to the Trustee of any such Notes by the occurrence of such event and the availability through Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration of Definitive Notes to Senior Note Owners requesting Notes, the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes Obligors' Agent shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of authenticate and the Owner Trustee, the Senior Note Registrar or shall deliver such Definitive Notes. Neither the Indenture Obligors' Agent nor the 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. The Indenture Trustee shall not recognize the Holders of such Definitive Notes as Noteholders hereunder. (b) If a Series Supplement so provides, the Notes of such Series or any Class thereof will be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. evidenced by Definitive Notes. (c) The Definitive holding of Bearer Notes shall be typewrittenproved by the production of such Bearer Notes or by a certificate, printedsatisfactory to the Obligors' Agent, lithographed or engraved or produced executed by any combination bank, trust company or recognized securities dealer, wherever situated, satisfactory to the Obligors' Agent. Each such certificate shall be dated and shall state that on the date thereof a Bearer Note bearing a specified serial number was deposited with or exhibited to such bank, trust company or recognized securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein shall be presumed to continue for a period of one year from the date of such methods (with or without steel engraved borders), all as determined by certificate unless at the officers executing such Senior Notes, as evidenced by their execution time of any determination of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders holding (i) as another certificate bearing a later date issued in respect of each Record Datethe same Bearer Note shall be produced, within five days thereafter and (ii) as the Bearer Note specified in such certificate shall be produced by some other Person or (iii) the Bearer Note specified in such certificate shall have ceased to be outstanding. The appointment of not more than ten days prior any proxy shall be proved by having the signature of the Person executing the proxy guaranteed by any bank, trust company or recognized securities dealer satisfactory to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforTrustee.

Definitive Notes. If Except with respect to any Retained Notes issued as Definitive Notes, if (i) (A) the Depositor, the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) the Depositor, the Indenture Trustee or the Administrator is unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Administrator Depositor, the Indenture Trustee or the Administrator, to the extent permitted by applicable law, at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Event of Default, Senior Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating a majority of the Outstanding Principal Amount Principal Amount of the Notes of all Classes, voting together as a single class, advise the Indenture Trustee through the Clearing Agency and its Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Issuer, Owner Trustee, the Senior 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. The Indenture Trustee Trustee, the Issuer and the Administrator shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders shall be mailed to their addresses of record in the Note Register as of the relevant Deposit Date. Such notices shall be deemed to have been given as of the date of mailing. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee Issuer shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Deposit Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If (a) The Notes of any Series or Class, Subclass or Tranche of any Series, to the extent provided in the Series Supplement, upon original issuance, may be issued in the form of Definitive Notes. The Series Supplement shall set forth the legend relating to the restrictions on transfer of such Definitive Notes and such other restrictions as may be applicable. (b) With respect to the Notes of any Series, Class, Subclass or Tranche of any Series issued in the form of typewritten Notes representing Book-Entry Notes, if (i) (A) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in the Depository Agreement with respect to any such Series of Notes and (B) the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series, Class, Subclass or Tranche of any Series of Notes Outstanding issued in the form of Book-Entry Notes or (iii) after an Indenture Defaultthe occurrence of a Rapid Amortization Event, Senior with respect to any Series of Notes Outstanding, Note Owners representing holding a beneficial interest in the aggregate not less than 51 excess of 50% of the aggregate Outstanding Principal Amount of such Series, Class, Subclass or Tranche of Notes advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, the Indenture Trustee shall be required to notify all Senior Note OwnersOwners of such Series, through the applicable Clearing AgencyAgency Participants, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the sameof such Series. Upon surrender to the Indenture Trustee of the Notes of such Series, Class, Subclass or Tranche by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Issuer shall execute and the Trustee shall issue authenticate, upon receipt of a Company Order, and deliver an equal aggregate principal amount of Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None in accordance with the instructions of the Owner Trustee, Clearing Agency. Neither the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Upon the issuance of Definitive Notes of such Series, Class, Subclass or Tranche of Notes all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall not be liable if recognize the Indenture Trustee or Holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with Series, Class, Subclass or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution Tranche of such Senior Notes. If Definitive Notes are issued Series as Noteholders of such Series, Class, Subclass or Tranche of such Series hereunder and under the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforSeries Supplement.

Definitive Notes. If (a) If: (i) (A) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in under the Note Depository Agreement with respect to the Notes, and (B) the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing circumstances change so that it elects to terminate the book-entry system through the Clearing Agency is less advantageous due to economic or administrative burden or the use of the book-entry system becomes unlawful with respect to the Notes and the Issuer notifies the Indenture Trustee in writing that because of the change in circumstances the Issuer is terminating the book-entry system with respect to the Notes or (iii) after the occurrence of an Indenture Event of Default, Senior Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount Principal Balance of the Notes advise the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior the Note Owners, then the Clearing Agency has undertaken to notify all Note Owners and the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration and transfer instructions from the receipt of instructions Clearing Agency for re-registration, the Issuer shall execute, and the Indenture Trustee shall issue authenticate, the Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes in accordance with the instructions of this Indenturethe Clearing Agency. None of the Owner TrusteeIssuer, the Senior 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. The Indenture Trustee Upon the issuance of Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Issuer, to the extent applicable with respect to such Definitive Notes, and the Issuer shall recognize the holders of the relevant Definitive Notes as Noteholders hereunder. (b) Definitive Notes will not be liable if the Indenture Trustee eligible for clearing or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewrittensettlement through DTC, printed, lithographed Euroclear or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforClearstream.

Definitive Notes. If Book-Entry Notes have been issued with respect to any Class and (a) (i) (A) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in the Depository Agreement with respect to such Class and (Bii) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (iib) to the Administrator extent permitted by law, the Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to such Class or (iiic) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Beneficial Owners with respect to such Class representing in the aggregate not less than 51 50% of the Outstanding Amount principal amount of the Book-Entry Notes of such Class advise the Indenture Trustee and the applicable Clearing Agency in writing through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through with respect to the Clearing Agency or its successor Notes of such Class is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners with respect to such Class, then the Indenture Trustee shall be required to notify all Senior Note OwnersBeneficial Owners with respect to such Class, through the Clearing Agency, Agency of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners requesting the samewith respect to such Class. Upon surrender to the Indenture Trustee of such Notes by the Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Issuer shall execute and the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of the Owner Trustee, the Senior Note Registrar Issuer or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Upon the issuance of Definitive Notes of such Class, the Indenture Trustee shall not recognize the registered Holders of such Definitive Notes of such Class as Noteholders of such Class hereunder. Definitive Notes will be liable if transferable and exchangeable at the offices of the Indenture Trustee. Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the Administrator is unable to locate a qualified successor Clearing Agency. The tenor of the Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination in lieu of which they are issued and with such methods (variations not inconsistent with or without steel engraved borders), all the terms of this Indenture as determined by the officers executing such Senior NotesNotes may determine, as evidenced by their execution of such Senior Notes. If temporary Notes are issued, the Issuer shall cause Definitive Notes are issued to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee is not the Senior Note Registrarupon Issuer Order shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the Owner Trustee temporary Notes shall furnish or cause to in all respects be furnished entitled to the same benefits under this Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforDefinitive Notes.

Definitive Notes. If (i) (A) the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in with respect to the Depository Agreement Book-Entry Notes and (B) the Indenture Owner Trustee or and the Administrator is are unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller or the Administrator or the Indenture Trustee at its option advises the Indenture Trustee each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Indenture Event of Default or a Servicer Default, Senior Note Owners owners of the Book-Entry Notes representing in the aggregate not less than 51 beneficial interests aggregating at least 51% of the Outstanding Amount of the Notes of all Classes, advise the Indenture Trustee through and the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its a successor thereto is no longer in the best interest interests of Senior the Note OwnersOwners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes in accordance with the instructions of this Indenturethe Clearing Agency. None of the Owner TrusteeIssuer, the Senior 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. The Indenture Trustee Trustee, Issuer and Administrator shall not be liable if the Indenture Trustee or the Administrator is unable for any inability to locate a qualified successor Clearing Agency. The From and after the date of issuance of Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders)Notes, all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause notices to be furnished given to Noteholders will be mailed thereto at their addresses of record in the Indenture Trustee a list Note Register as of the names and addresses relevant Record Date. Such notices will be deemed to have been given as of the Senior Noteholders (i) as date of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereformailing.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing determines that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities as described in with respect to the Depository Agreement Notes and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Depository or (iii) after the occurrence of an Indenture Event of Default, Senior Note Owners of Notes representing in beneficial interests aggregating at least a majority of the aggregate not less than 51 % Note Balance of the Outstanding Amount Notes advise the Indenture Trustee through the Clearing Agency and its Participants Depository in writing that the continuation of a book-entry system through the Clearing Agency or its successor Depository is no longer in the best interest interests of Senior Note the Beneficial Owners, then the Depository shall notify all Beneficial Owners and the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior 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 receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes in accordance with the instructions of the Depository. In addition, if an Event of Default has occurred and is continuing, each Note Owner materially adversely affected thereby may at its option request a Definitive Note evidencing such Note Owner's Percentage Interest in the Notes. In order to Senior make such request, such Note OwnersOwner shall, who thereupon subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Indenture Trustee to exchange or cause the exchange of the Note Owner's interest in such Class of Notes for an equivalent Percentage Interest in fully registered definitive form. Upon receipt by the Indenture Trustee of instruction from the Depository directing the Indenture Trustee to effect such exchange (such instructions to contain information regarding the Note Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Notes and any other information reasonable required by the Indenture Trustee), (i) the Indenture Trustee shall become Senior Noteholders for all purposes instruct the Depository to reduce the related Depository Participant's account by the aggregate Note Balance of this Indenturethe Definitive Notes, (ii) the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Note evidencing such Note Owner's Percentage Interest in the Notes and (iii) the Issuer shall execute and the Indenture Trustee shall authenticate a new Book-Entry Note reflecting the reduction in the aggregate Note Balance of the Notes by the amount of the Definitive Notes. None of the Owner TrusteeIssuer, the Senior Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions any instruction required under this Section and may conclusively rely on, and shall be protected in relying on, such instructions. The Upon the issuance of Definitive Notes, the Indenture Trustee shall not be liable if recognize the Indenture Trustee or Holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforNoteholders.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior a Master Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the Indenture Trustee through the applicable Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee shall be required cause such Clearing Agency to notify all Senior Note OwnersOwners cleared, through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Ownersin accordance with the instructions of such Clearing Agency, who thereupon which shall become Senior Noteholders include, without limitation, the identity and payment instructions for all purposes Noteholders of this Indenturethe applicable Notes. None of the Owner TrusteeIssuer, the Senior 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. The Upon the issuance of Definitive Notes, the Indenture Trustee shall not be liable if recognize the Indenture Trustee or holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be typewritten, printed, lithographed deemed to have represented that such acquisition or engraved purchase will not constitute or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders otherwise result in: (i) as in the case of each Record Datea Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, within five days thereafter a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) as of not more than ten days prior to in the time such list is furnished, within 30 days after receipt by the Owner Trustee case of a written request thereforBenefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If (a) The Notes of any Series, to the extent provided in the related Series Supplement, upon original issuance, may be issued in the form of Definitive Notes. The applicable Series Supplement shall set forth the legend relating to the restrictions on transfer of such Definitive Notes and such other restrictions as may be applicable. (b) With respect to the Notes of any Series issued in the form of typewritten Notes representing the Book-Entry Notes, if (i) (A) the Administrator HVF advises the Indenture Trustee in writing that the Clearing Agency with respect to any Series of Notes is no longer willing or able to discharge properly discharge its responsibilities as described in under the applicable Depository Agreement and (B) the Indenture Trustee or the Administrator HVF is unable to locate a qualified successor, (ii) the Administrator HVF, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series of Notes Outstanding or (iii) after the occurrence of an Indenture DefaultAmortization Event with respect to any Series of Notes Outstanding, Senior Note Owners representing holding a beneficial interest in the aggregate not less than 51 excess of 50% of the Outstanding aggregate Principal Amount of such Series of Notes advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, the Indenture Trustee shall be required to notify all Senior Note OwnersOwners of such Series, through the applicable Clearing AgencyAgency Participants, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the sameof such Series. Upon surrender to the Indenture Trustee of the Notes of such Series by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency for registration, HVF shall execute and the Trustee shall authenticate, upon receipt of a Company Order, and deliver the Definitive Notes in accordance with the instructions of the Senior Note or Senior Notes representing Clearing Agency. Neither HVF nor the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Upon the issuance of Definitive Notes of such Series of Notes all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall not be liable if recognize the Indenture Trustee or Holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all Series as determined by the officers executing such Senior Notes, as evidenced by their execution Noteholders of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforSeries hereunder.

Definitive Notes. If any of the following events occurs: (i) (A1) the Transferor or the Administrator advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (B2) the Transferor, the Indenture Trustee or the Administrator is unable to locate and reach an agreement on satisfactory terms with a qualified successor, ; or (ii) the Administrator at its option advises Transferor, the Indenture Trustee in writing that it or the Administrator, as applicable, at its option, elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class; or (iii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Beneficial Owners representing in the aggregate not less than 51 % of at least a majority of the Outstanding Principal Amount of such Class, acting together as a single Class, advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the appropriate Clearing Agency or its successor Foreign Clearing Agency with respect to such Notes is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such Class; then, the Indenture Trustee shall be required to notify all Senior Note Ownerswill, through the appropriate Clearing Agency or Foreign Clearing Agency, notify all Beneficial Owners of such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners requesting the sameof such Class. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes certificates representing the Book-Entry Notes of such Class, accompanied by registration instructions from the applicable Clearing Agency, the Issuer will execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue will authenticate Definitive Notes to Senior Note Owners, who thereupon shall become Senior of such Class and will recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall will be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall will be protected in relying on, such instructions. The Indenture Trustee shall not Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be liable if performed by the applicable Clearing Agency or Foreign Clearing Agency will be deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not will recognize the Senior Note registered holders of the Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and exchangeable at the offices of the Transfer Agent and Registrar. No service charge will be imposed for any registration of transfer or exchange, the Owner Trustee shall furnish or cause to be furnished to but the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee may require payment of a written request thereforsum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Definitive Notes. If Book-Entry Notes have been issued with respect to any Class and (i) (Aa) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in the Depository Agreement with respect to such Class and (Bb) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) to the Administrator extent permitted by law, the Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to such Class or (iii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Beneficial Owners with respect to such Class representing in the aggregate not less than 51 50% of the Outstanding Amount principal amount of the Book-Entry Notes of such Class advise the Indenture Trustee and the applicable Clearing Agency in writing through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through with respect to the Clearing Agency or its successor Notes of such Class is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners with respect to such Class, then the Indenture Trustee shall be required to notify all Senior Note OwnersBeneficial Owners with respect to such Class, through the Clearing Agency, Agency of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners requesting the samewith respect to such Class. Upon surrender to the Indenture Trustee of such Notes by the Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Issuer shall execute and the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of the Owner Trustee, the Senior Note Registrar Issuer or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Upon the issuance of Definitive Notes of such Class, the Indenture Trustee shall not recognize the registered Holders of such Definitive Notes of such Class as Noteholders of such Class hereunder. Definitive Notes will be liable if transferable and exchangeable at the offices of the Indenture Trustee. Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the Administrator is unable to locate a qualified successor Clearing Agency. The tenor of the Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination in lieu of which they are issued and with such methods (variations not inconsistent with or without steel engraved borders), all the terms of this Indenture as determined by the officers executing such Senior NotesNotes may determine, as evidenced by their execution of such Senior Notes. If temporary Notes are issued, the Issuer shall cause Definitive Notes are issued to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee is not the Senior Note Registrarupon Issuer Order shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the Owner Trustee temporary Notes shall furnish or cause to in all respects be furnished entitled to the same benefits under this Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforDefinitive Notes.

Definitive Notes. If (i) (A) the Administrator advises Issuers advise the Indenture Trustee in writing that the Clearing Agency or the Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in the Depository Agreement Depository, and (B) the Indenture Trustee or the Administrator is Issuers are unable to locate a qualified successor, (ii) the Administrator Issuers, at its option advises their option, advise the Indenture Trustee in writing that it elects they elect to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to any Series or (iii) after the occurrence of an Indenture Event of Default, Senior Note Owners representing in the aggregate not less of more than 51 50% of the Outstanding Amount Aggregate Note Balance of a Series of Notes advise the Indenture Trustee and the applicable Clearing Agency or the Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or its successor Foreign Clearing Agency is no longer in the best interest interests of Senior such Note Owners, the Indenture Trustee shall be required to notify all Senior Note OwnersOwners of such Series, through the applicable Clearing AgencyAgency Participants, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners of such Series requesting the same. Upon surrender to the Indenture Trustee of the Notes of such Series by the applicable Clearing Agency or Foreign Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency or Foreign Clearing Agency for registration, each Issuer shall execute and the Trustee shall authenticate and (if the Registrar is different than the Trustee, then the Registrar shall) deliver the Definitive Notes in accordance with the instructions of the Senior Note or Senior Notes representing Clearing Agency. Neither the Book-Entry Notes and Issuers nor the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior 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. The Indenture Upon the issuance of Definitive Notes of such Series all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall not be liable if recognize the Indenture Trustee or Holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all Series as determined by the officers executing such Senior Notes, as evidenced by their execution Noteholders of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforSeries hereunder.

Definitive Notes. If Except for any Retained Notes (which shall be originally issued as Definitive Notes), if (i) (A) the Seller, the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in with respect to the Depository Agreement Book-Entry Notes and the Seller, the Owner Trustee or the Administrator are unable to locate a qualified successor (Band if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller, the Indenture Trustee or the Administrator is unable to locate a qualified successorAdministrator, (ii) the Administrator at its option and to the extent permitted by law, advises the Indenture Trustee each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Indenture Event of Default or a Servicer Default, Senior Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating a majority of the Outstanding Amount of the Notes of all Classes advise the Indenture Trustee through and the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its a successor thereto is no longer in the best interest interests of Senior 8 (NAROT 2017-A Indenture) the Note OwnersOwners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes in accordance with the instructions of this Indenturethe Clearing Agency. None of the Owner TrusteeIssuer, the Senior 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. The Indenture Trustee Trustee, Issuer and Administrator shall not be liable if the Indenture Trustee or the Administrator is unable for any inability to locate a qualified successor Clearing Agency. The From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing. Interest and principal payments on the Definitive Notes shall on each Distribution Date will be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by made to the officers executing such Senior holders in whose names the related Definitive Notes, as evidenced applicable, were registered at the close of business on the related Record Date. Payments will be made by their execution check mailed to the address of such Senior holders as they appear on the Note Register, except that a Noteholder having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the Indenture Trustee at least five Business Days prior to the Distribution Date. The final payment on any Definitive Notes will be made only upon presentation and surrender of the Definitive Notes at the office or agency specified in the notice of final payment to Noteholders. From and after the Closing Date, the Holder of a Definitive Note (other than any Retained Note) and the Issuer may elect for such Note to be issued in the form of a Book-Entry Note provided the Clearing Agency is then willing and able to discharge its responsibilities with respect to the Book Entry Notes. If Definitive Notes are issued In connection with such election, the Issuer and the Indenture Trustee is not shall upon Issuer Order execute, authenticate and deliver the Senior Book-Entry Note Registrar, and documents related thereto in accordance with the Owner Trustee shall furnish or cause to be furnished to terms hereof and the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforIssuer Order.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee Administrator in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee Administrator is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee Administrator in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior a Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the Indenture Trustee through the applicable Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee Administrator shall be required cause such Clearing Agency to notify all Senior Note OwnersOwners cleared, through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency Administrator of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt Indenture Administrator shall authenticate the Definitive Notes in accordance with the instructions of such Clearing Agency, which shall include, without limitation, the identity and payment instructions for re-registrationall Noteholders of the applicable Notes. None of the Issuer, the Note Registrar, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior Note Registrar or the Indenture Trustee Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee shall not be liable if Upon the issuance of Definitive Notes, the Indenture Trustee or Trustee, the Indenture Administrator is unable to locate a qualified successor Clearing Agency. The and the Note Registrar shall recognize the holders of the Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be typewritten, printed, lithographed deemed to have represented that such acquisition or engraved purchase will not constitute or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders otherwise result in: (i) as in the case of each Record Datea Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, within five days thereafter a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) as of not more than ten days prior to in the time such list is furnished, within 30 days after receipt by the Owner Trustee case of a written request thereforBenefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If Except with respect to any Retained Notes issued as Definitive Notes, if (i) (A) the Depositor, the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) the Depositor, the Indenture Trustee or the Administrator is unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Administrator Depositor, the Indenture Trustee or the Administrator, to the extent permitted by applicable law, at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Event of Default, Senior Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating a majority of the Outstanding Principal Amount of the Notes of all Classes, voting together as a single class, advise the Indenture Trustee through the Clearing Agency and its Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Issuer, Owner Trustee, the Senior 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. The Indenture Trustee Trustee, the Issuer and the Administrator shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders shall be mailed to their addresses of record in the Note Register as of the relevant Record Date. Such notices shall be deemed to have been given as of the date of mailing. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee Issuer shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If (i) (A) the Administrator Transferor advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class or Series and (B) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Transferor, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to such Class or Series or (iii) after an Indenture the occurrence of a Servicer Default, Senior Note Owners representing in the aggregate not less of Notes evidencing more than 51 50% of the principal balance of the Outstanding Amount Notes (or such other percentage as specified in the related Indenture Supplement) of such Class or Series, as applicable, advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior the Note OwnersOwners of such Class or Series, the Indenture Trustee Clearing Agency shall be required to notify all Senior Note Owners, through the Clearing Agency, Owners of such Class or Series of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners of such Class or Series requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note Notes of such Class or Senior Notes representing Series, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class or Series and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of the Owner Trustee, the Senior Note Registrar or the Neither Issuer nor Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and Issuer and Indenture Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions. The Upon the issuance of Definitive Notes of such Class or Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and Indenture Trustee shall not be liable if recognize the Indenture Trustee or registered holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with Class or without steel engraved borders), all Series as determined by the officers executing such Senior Notes, as evidenced by their execution Noteholders of such Senior NotesClass or Series hereunder. If Definitive Notes are issued will be transferable and exchangeable at the Indenture Trustee is not the Senior Note offices of Transfer Agent and Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If Book-Entry Notes have been issued with respect to any Series or Class and (i) (Aa) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in the Depository Agreement with respect to such Series or Class and (Bb) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Series or Class or (iii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Owners beneficial owners of such Series or Class representing in the aggregate not less than 51 50% of the Outstanding Amount principal amount of the Book-Entry Notes of such Series or Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency in writing through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through with respect to the Clearing Agency Notes of such Series or its successor Class is no longer in the best interest interests of Senior Note Ownersthe beneficial owners of such Series or Class, then the Indenture Trustee shall be required to notify all Senior Note Ownersbeneficial owners of such Series or Class, through the Clearing Agency or Foreign Clearing Agency, as applicable, of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners beneficial owners of such Series or Class requesting the same. Upon surrender to the Indenture Trustee of any such Notes by the Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Issuer shall execute and the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall not be liable if deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior registered Holders of such Definitive Notes of such Series or Class as Noteholders of such Series or Class hereunder. Definitive Notes will be transferable and exchangeable at the offices of the Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If (a) The Notes of any Series or Class of any Series, to the extent provided in the related Series Supplement, upon original issuance, may be issued in the form of Definitive Notes. All Class A-1 Notes of any Series shall be issued in the form of Definitive Notes. The applicable Series Supplement shall set forth the legend relating to the restrictions on transfer of such Definitive Notes and such other restrictions as may be applicable. (b) With respect to the Notes of any Series issued in the form of typewritten Notes representing Book-Entry Notes, if (i) (A) the Administrator advises Issuer advisesCo-Issuers advise the Indenture Trustee in writing that the Clearing Agency with respect to any such Series of Notes is no longer willing or able to discharge properly discharge its responsibilities as described in under the applicable Depository Agreement and (B) the Indenture Trustee or the Administrator is IssuerCo-Issuers are unable to locate a qualified successor, successor or (ii) after the Administrator at its option advises the Indenture Trustee in writing that it elects occurrence of a Rapid Amortization Event, with respect to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Defaultany Series of Notes Outstanding, Senior Note Owners representing holding a beneficial interest in the aggregate not less than 51 excess of 50% of the aggregate Outstanding Principal Amount of such Series of Notes advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, in each case, the Indenture Trustee shall be required to notify all Senior Note OwnersOwners of such Series, through the applicable Clearing AgencyAgency Participants, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the sameof such Series. Upon surrender to the Indenture Trustee of the Notes of such Series by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture IssuerCo-Issuers shall execute and the Trustee shall issue authenticate, upon receipt of a Company Order, and deliver an equal aggregate principal amount of Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None in accordance with the instructions of the Owner Trustee, Clearing Agency. Neither the Senior Note Registrar or IssuerCo-Issuers nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Upon the issuance of Definitive Notes of such Series of Notes, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall not be liable if recognize the Indenture Trustee or Holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all Series as determined by the officers executing such Senior Notes, as evidenced by their execution Noteholders of such Senior Notes. If Definitive Notes are issued Series hereunder and under the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforapplicable Series Supplement.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the such Clearing Agency Agency, or (iii) after the occurrence of an Indenture Event of Default, Senior a Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the Indenture Trustee through the applicable Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee shall be required cause such Clearing Agency to notify all Senior Note Owners, Owners of Notes cleared through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Ownersin accordance with the instructions of such Clearing Agency, who thereupon which shall become Senior Noteholders include, without limitation, the identity and payment instructions for all purposes Noteholders of this Indenturethe applicable Notes. None of the Owner TrusteeIssuer, the Senior 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. The Upon the issuance of Definitive Notes, the Indenture Trustee shall not be liable if recognize the Indenture Trustee or holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, the related Note Owner shall be typewritten, printed, lithographed deemed to have represented that such acquisition or engraved purchase will not constitute or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders otherwise result in: (i) as in the case of each Record Datea Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, within five days thereafter a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) as of not more than ten days prior to in the time such list is furnished, within 30 days after receipt by the Owner Trustee case of a written request thereforBenefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar federal, state, local or foreign law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee Administrator in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee Administrator is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee Administrator in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior a Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the Indenture Trustee through the applicable Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee shall be required notify the Indenture Administrator and the Indenture Administrator shall cause such Clearing Agency to notify all Senior Note OwnersOwners cleared, through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency Administrator of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of such Clearing Agency, which shall include, without limitation, the identity and payment instructions for re-registrationall Noteholders of the applicable Notes. None of the Issuer, the Note Registrar, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior Note Registrar or the Indenture Trustee Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The Upon the issuance of Definitive Notes, the Indenture Trustee shall not be liable if recognize the Indenture Trustee or holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be typewritten, printed, lithographed deemed to have represented that such acquisition or engraved purchase will not constitute or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders otherwise result in: (i) as in the case of each Record Datea Benefit Plan subject to Section 406 of ERISA or Section 4975 of the Code, within five days thereafter a prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) as of not more than ten days prior to in the time such list is furnished, within 30 days after receipt by the Owner Trustee case of a written request thereforBenefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If (i) (Aa) the Administrator Transferor advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Series and (Bb) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Transferor, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Series or (iii) after an Indenture the occurrence of a Servicer Default, Senior Note Beneficial Owners representing in the aggregate not less of Notes evidencing more than 51 50% of the Outstanding Amount (or such other percentage as specified in the related Indenture Supplement) of such Series advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such Series, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency or Foreign Clearing Agency, as the case may be, shall notify all Beneficial Owners of such Series of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such Series requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Series, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Series and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall not be liable if deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If (i) (Aa)(i) the Administrator advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (Bii) the Indenture Trustee or the Administrator Servicer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, or (iib) the Administrator at its option advises the Indenture Trustee in writing that it Servicer elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture DefaultForeign Clearing Agency with respect to such Class, Senior Note Owners representing in the aggregate not less than 51 % of the Outstanding Amount advise Servicer shall notify the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation all Beneficial Owners of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such Class requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Class, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall not be liable if deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If (a) The Notes of any Series or Class, Subclass or Tranche of any Series, to the extent provided in the related Series Supplement or Supplement to a Series Supplement pursuant to which any Additional Notes have been issued, as the case may be, upon original issuance, may be issued in the form of Definitive Notes or Uncertificated Notes. The applicable Series Supplement or Supplement to a Series Supplement pursuant to which any Additional Notes have been issued, as the case may be, shall set forth the legend relating to the restrictions on transfer of such Definitive Notes (or transfer and de-registration with respect to Uncertificated Notes) and such other restrictions as may be applicable. (b) With respect to the Notes of any Series or Class of any Series issued in the form of typewritten Notes representing Book-Entry Notes, if (i) (A) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency with respect to any such Series of Notes is no longer willing or able to discharge properly discharge its responsibilities as described in under the applicable Depository Agreement and (B) the Indenture Trustee or the Administrator is Issuer are unable to locate a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of any Series of Notes Outstanding issued in the form of Book-Entry Notes or (iii) after an Indenture Defaultthe occurrence of a Rapid Amortization Event, Senior with respect to any Series, Class, Subclass or Tranche of Notes Outstanding, Note Owners representing holding a beneficial interest in the aggregate not less than 51 excess of 50% of the aggregate Outstanding Principal Amount of such Series, Class, Subclass or Tranche of Notes advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, the Indenture Trustee shall be required to notify all Senior Note OwnersOwners of such Series, through the applicable Clearing AgencyAgency Participants, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes (or Uncertificated Notes) to Senior Note Owners requesting the sameof such Series. Upon surrender to the Indenture Trustee of the Notes of such Series, Class, Subclass or Tranche by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Issuer shall execute (other than with respect to Uncertificated Notes) and the Trustee shall issue authenticate, upon receipt of a Company Order, and deliver an equal aggregate principal amount of Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None in accordance with the instructions of the Owner Trustee, Clearing Agency. Neither the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Upon the issuance of Definitive Notes of such Series or Class of such Series of Notes all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall not be liable if recognize the Indenture Trustee or Holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with Series, Class, Subclass or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution Tranche of such Senior Notes. If Definitive Notes are issued Series as Noteholders of such Series, Class, Subclass or Tranche of such Series hereunder and under the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforapplicable Series Supplement.

Definitive Notes. If The Class D Notes shall be initially issued in the form of Definitive Notes. With respect to the other Classes of Notes, if (i) (Ai)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Note Depository Agreement Agreement, and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Indenture Event of Default, Senior Note Owners holders of Notes representing in the aggregate not less than 51 66 2/3% of the Outstanding Amount of such Class of Notes advise the Indenture Trustee and the Clearing Agency through the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe related Noteholders, then the Indenture Trustee shall be required to notify all Senior Note OwnersNoteholders of the related Class or Classes of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes of the related Class of Notes to Senior Note Owners Noteholders requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes in accordance with the instructions of this Indenturethe Clearing Agency. None of the Owner TrusteeIssuer, the Senior Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the holders of the Definitive Notes as Noteholders hereunder. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such these methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If so specified in the related Indenture Supplement, Notes may be issued as Definitive Notes. If (i) (Aa) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (Bb) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class or (iii) after an Indenture the occurrence of a Servicer Default, Senior Note Owners representing in the aggregate not less than 51 % aggregating a majority of the Outstanding Amount of the Notes (or such other percentage as specified in the related Indenture Supplement) of such Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior the Note OwnersOwners of such Class, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency or Foreign Clearing Agency, as the case may be, shall notify all Note Owners of such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners of such Class requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Class, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee shall not be liable if Trustee, to the extent applicable with respect to such Definitive Notes to the extent that the Indenture Trustee or the Administrator is unable able to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewrittenso perform, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior a Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the Indenture Trustee through the applicable Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee shall be required cause such Clearing Agency to notify all Senior Note OwnersOwners cleared, through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Ownersin accordance with the instructions of such Clearing Agency, who thereupon which shall become Senior Noteholders include, without limitation, the identity and payment instructions for all purposes Noteholders of this Indenturethe applicable Notes. None of the Owner TrusteeIssuer, the Senior 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. The Upon the issuance of Definitive Notes, the Indenture Trustee shall not be liable if recognize the Indenture Trustee or holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Plan, such Note Owner shall be typewritten, printed, lithographed deemed to have represented that such acquisition or engraved purchase will not constitute or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders otherwise result in: (i) as in the case of each Record Datea Plan subject to Section 406 of ERISA or Section 4975 of the Code, within five days thereafter a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) as of not more than ten days prior to in the time such list is furnished, within 30 days after receipt by the Owner Trustee case of a written request thereforPlan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If Book-Entry Notes have been issued with respect to any Series or Class and (i) (Aa) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (Bb) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class or (iii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Beneficial Owners representing in having an aggregate of a majority of the aggregate not less than 51 % principal amount of the Outstanding Amount Notes (or such other percentage as specified in the related Indenture Supplement) of such Series or Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such Class, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency or Foreign Clearing Agency, as the case may be, shall notify all Beneficial Owners of such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such Class requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Class, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Master Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee shall not be liable if Trustee, to the extent applicable with respect to such Definitive Notes to the extent that the Indenture Trustee or the Administrator is unable able to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewrittenso perform, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If any of the following events occurs: (i) (A1) the Administrator advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (B2) the Indenture Trustee or the Administrator is unable to locate and reach an agreement on satisfactory terms with a qualified successor, ; or (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class; or (iii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Beneficial Owners representing in the aggregate not less than 51 % of at least a majority of the Outstanding Amount of the Notes of such Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such Class; then, the Indenture Trustee shall be required to will notify all Senior Note Owners, through the Clearing Agency, Beneficial Owners of such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such Class requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Class, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer will execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue will authenticate Definitive Notes to Senior Note Owners, who thereupon shall become Senior of such Class and will recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall will be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall will be protected in relying on, such instructions. The Indenture Trustee shall not Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be liable if performed by the applicable Clearing Agency or Foreign Clearing Agency will be deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not will recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If Except with respect to any Retained Notes issued as Definitive Notes, if (i) (A) the Depositor, the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) the Depositor, the Indenture Trustee or the Administrator is unable to locate a qualified successorsuccessor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Administrator Depositor, the Indenture Trustee or the Administrator, to the extent permitted by applicable law, at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Event of Default, Senior Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating a majority of the Outstanding Principal Amount of the Notes of all Classes, voting together as a single class, advise the Indenture Trustee through the Clearing Agency and its Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Issuer, Owner Trustee, the Senior 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. The Indenture Trustee Trustee, the Issuer and the Administrator shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders shall be mailed to their addresses of record in the Note Register as of the relevant Record Date. Such notices shall be deemed to have been given as of the date of mailing. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee Issuer shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five (5) days thereafter and (ii) as of not more than ten (10) days prior to the time such list is furnished, within 30 thirty (30) days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee Administrator in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee Administrator is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee Administrator in writing that it elects to terminate the book-entry system through the Clearing Agency Agency, or (iii) after the occurrence of an Indenture Event of Default, Senior a Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the Indenture Trustee through the applicable Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee Administrator shall be required cause such Clearing Agency to notify all Senior Note OwnersOwners cleared, through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency Administrator of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt Indenture Administrator shall authenticate the Definitive Notes in accordance with the instructions of such Clearing Agency, which shall include, without limitation, the identity and payment instructions for re-registrationall Noteholders of the applicable Notes. None of the Issuer, the Note Registrar, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior Note Registrar or the Indenture Trustee Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee shall not be liable if Upon the issuance of Definitive Notes, the Indenture Trustee or Trustee, the Indenture Administrator is unable to locate a qualified successor Clearing Agency. The and the Note Registrar shall recognize the holders of the Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be typewritten, printed, lithographed deemed to have represented that such acquisition or engraved purchase will not constitute or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders otherwise result in: (i) as in the case of each Record Datea Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, within five days thereafter a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) as of not more than ten days prior to in the time such list is furnished, within 30 days after receipt by the Owner Trustee case of a written request thereforBenefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If Book-Entry Notes have been issued with respect to any Series or Class and (i) (Aa) the Administrator advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (Bb) the Indenture Trustee or the Administrator is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Administrator, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class or (iii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Beneficial Owners representing in the aggregate not less than 51 % aggregating a majority of the Outstanding Amount of the Notes of such Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such Class, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, Beneficial Owners of such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such Class requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Class, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Trust shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Trust nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Trust and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall not be liable if deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If (i) (A) the Administrator Transferor advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Series and (B) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Transferor, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to such Series or (iii) after an Indenture the occurrence of a Servicer Default, Senior Note Owners representing in the aggregate not less of Notes evidencing more than 51 50% of the principal balance of the Outstanding Amount Notes (or such other percentage as specified in the related Indenture Supplement) of such Series advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior the Note OwnersOwners of such Series, the Indenture Trustee Clearing Agency shall be required to notify all Senior Note Owners, through the Clearing Agency, Owners of such Series of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners of such Series requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Series, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Series and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions. The Indenture Trustee Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall not be liable if deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If so specified in the related Indenture Supplement, Notes may be issued as Definitive Notes. If (i) (Aa) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (Bb) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class or (iii) after an Indenture the occurrence of a Servicer Default, Senior Note Beneficial Owners representing in the aggregate not less than 51 % aggregating a majority of the Outstanding Amount of the Notes (or such other percentage as specified in the related Indenture Supplement) of such Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such Class, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency or Foreign Clearing Agency, as the case may be, shall notify all Beneficial Owners of such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such Class requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Class, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee shall not be liable if Trustee, to the extent applicable with respect to such Definitive Notes to the extent that the Indenture Trustee or the Administrator is unable able to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewrittenso perform, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If (i) (Ai)(a) the Administrator Servicer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (Bb) the Indenture Trustee or the Administrator Servicer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Servicer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class or (iii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Beneficial Owners representing in the aggregate not less aggregating more than 51 50% of the Outstanding Amount of the Notes of such Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such Class, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, Beneficial Owners of such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such Class requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Class, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall not be liable if deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior a Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the Indenture Trustee through the applicable Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee shall be required cause such Clearing Agency to notify all Senior Note OwnersOwners cleared, through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Ownersin accordance with the instructions of such Clearing Agency, who thereupon which shall become Senior Noteholders include, without limitation, the identity and payment instructions for all purposes Noteholders of this Indenturethe applicable Notes. None of the Owner TrusteeIssuer, the Senior 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. The Upon the issuance of Definitive Notes, the Indenture Trustee shall not be liable if recognize the Indenture Trustee or holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be typewritten, printed, lithographed deemed to have represented that such acquisition or engraved purchase will not constitute or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders otherwise result in: (i) as in the case of each Record Datea Benefit Plan subject to Section 406 of ERISA or Section 4975 of the Code, within five days thereafter a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) as of not more than ten days prior to in the time such list is furnished, within 30 days after receipt by the Owner Trustee case of a written request thereforBenefit Plan subject to a substantially Similar Law, a non-exempt violation of such substantially Similar Law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If (a) If: (i) (A) the Administrator Debtor advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given series and (B) the Indenture Trustee or the Administrator Debtor is unable to locate and reach an agreement on satisfactory terms with a qualified successor, ; (ii) the Administrator Debtor, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or with respect to such series; or (iii) after the occurrence of an Indenture Event of Default, Senior Note Beneficial Owners representing in the aggregate not less than 51 % aggregating a majority of the Outstanding Amount Notes of such series advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such series, then, unless the Debtor and, with respect to clause (iii) above only, the Indenture affected Beneficial Owners elect to utilize the book-entry facilities of the Trustee as provided in Section 2.02 and 2.03 hereof, the Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, Beneficial Owners of such series of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such series requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such series accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Debtor shall execute, and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate and deliver, Definitive Notes to Senior of such series and shall recognize the registered holders of such Definitive Notes as Noteholders under this Note Owners, who thereupon shall become Senior Noteholders for all purposes of this IndentureAgreement. None of Neither the Owner Trustee, Debtor nor the Senior Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Debtor and the Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee shall not be liable if . (b) Upon the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The issuance of Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by of any combination of such methods (with or without steel engraved bordersseries as provided in Section 2.08(a), all as determined references herein to obligations imposed upon or to be performed by the officers executing applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee to the extent applicable with respect to such Senior Definitive Notes, as evidenced by their execution and the Trustee shall recognize the registered holders of the Definitive Notes of such Senior Notesseries as Noteholders of such series hereunder. If Definitive Notes are issued will be transferable and exchangeable at the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list offices of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforTrustee.

Definitive Notes. If (i) (Ai)(A) the Administrator advises the ---------------- Indenture Trustee in writing that the Clearing Agency DTC is no longer willing or able to properly discharge its responsibilities as described in the Note Depository Agreement Agreement, and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor, successor or (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Default, Senior Note Owners representing in the aggregate not less than 51 % of the Outstanding Amount advise the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, DTC then the Indenture Trustee shall be required to notify all Senior Note OwnersNoteholders of the related Class or Classes of Notes, through the Clearing AgencyDTC, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the samefor such class. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes by DTC, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes in accordance with the instructions of DTC. The Indenture Trustee will also notify the Holders of any adjustment to Senior Note Owners, who thereupon shall become Senior Noteholders the Record Date with respect to the Notes necessary to enable the Indenture Trustee to make distributions to Holders of the Definitive Notes for all purposes such Class of this Indenturerecord as of each Payment Date. [None of the Owner TrusteeIssuer, the Senior Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the holders of the Definitive Notes as Noteholders hereunder.] [The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such these methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive .] Additionally, upon the occurrence of any such event described above, distribution of principal of and interest on the Notes are issued and will be made by the Indenture Trustee is not directly to Holders in accordance with the Senior procedures set forth herein and in the Sale and Servicing Agreement. Distributions will be made by check, mailed to the address of such Holder as it appears on the Note Registrarregister. Upon at least 10 days' notice to Noteholders for such Class, however, the Owner Trustee shall furnish final payment on any Note (whether the Definitive Notes or cause the Note for such Class registered in the name of Cede representing the Notes of such Class) will be made only upon presentation and surrender of such Note at the office or agency specified in the notice of final distribution to Noteholders. Definitive Notes of each Class will be furnished to transferable and exchangeable at the offices of the Indenture Trustee or its agent in New York, New York, which the Indenture Trustee shall designate on or prior to the issuance of any Definitive Notes with respect to such Class. No service charge will be imposed for any registration of transfer or exchange, but the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. At such time, if any, as Definitive Notes have been issued, upon written request of any Noteholder or group of Noteholders of record holding Notes evidencing not less than 10% of the aggregate unpaid principal amount of the Notes, the Indenture Trustee will afford such Noteholders access during normal business hours to the current list of Noteholders for purpose of communicating with other Noteholders with respect to their rights under the Indenture, the Sale and Servicing Agreement or the Notes. While the Notes are held in book-entry form, holders of beneficial interests in the Notes will not have access to a list of other holders of beneficial interests in the names and addresses Notes, which may impede the ability of the Senior Noteholders (i) as such holders of beneficial interests to communicate with each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforother.

Definitive Notes. If (i) (A) the Administrator Transferor advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class or Series and (B) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, or (ii) after the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after occurrence of an Indenture Event of Default, Senior Note Owners representing in the aggregate not less of Notes evidencing more than 51 662/ 3% of the principal balance of the Outstanding Amount Notes (or such other percentage as specified in the related Indenture Supplement) of such Class or Series, as applicable, advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior the Note OwnersOwners of such Class or Series, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, Owners of such Class or Series of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the sameof such Class or Series. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note Notes of such Class or Senior Notes representing Series, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class or Series and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of the Owner Trustee, the Senior Note Registrar or the Neither Issuer nor Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and Issuer and Indenture Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions. The Upon the issuance of Definitive Notes of such Class or Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and Indenture Trustee shall not be liable if recognize the Indenture Trustee or registered holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with Class or without steel engraved borders), all Series as determined by the officers executing such Senior Notes, as evidenced by their execution Noteholders of such Senior NotesClass or Series hereunder. If Definitive Notes are issued will be transferable and exchangeable at the Indenture Trustee is not the Senior Note offices of Transfer Agent and Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in with respect to the Depository Agreement applicable Notes, and (B) the Indenture Trustee or the Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior a Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the Indenture Trustee through the applicable Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee shall be required cause such Clearing Agency to notify all Senior Note OwnersOwners cleared, through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes in accordance with the instructions of this Indenturesuch Clearing Agency. None of the Owner TrusteeIssuer, the Senior 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. The Upon the issuance of Definitive Notes, the Indenture Trustee shall not be liable if recognize the Indenture Trustee or holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes as Noteholders. Upon acquisition or transfer a Definitive Note by, for or with the assets of, an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, such Note Owner shall be typewritten, printed, lithographed deemed to have represented that such acquisition or engraved purchase will not constitute or produced otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by any combination a class or other applicable exemption. Any transfer found to have been made in violation of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution representation shall be null and void and of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforno effect.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) neither the Indenture Trustee or nor the Administrator is unable able to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Default, Senior Note Owners representing in the aggregate not less than 51 51% of the Outstanding Amount advise the Indenture Trustee through the Clearing Agency and its Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior 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. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator Administrative Agent is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor. If Definitive Notes are issued, the prospective transferee shall be required to execute and deliver to the Indenture Trustee, the Owner Trustee, the Initial Purchaser and the Transferor an investor representation letter substantially in the form attached as an Exhibit to the Offering Circular as a condition to the registration of any transfer of a Note.

Definitive Notes. If Book-Entry Notes have been issued with respect to any Series or Class and (i) (Aa) the Administrator advises Obligors advise the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in under the Depository Agreement with respect to such Series or Class and (B) the Indenture Trustee or the Administrator is Obligors are unable to locate a qualified successor, successor or (iib) the Administrator Obligors, at its option their option, advises the Indenture Trustee in writing that it elects they elect to terminate the book-entry system through the Clearing Agency with respect to such Series or (iii) after an Indenture Default, Senior Note Owners representing in the aggregate not less than 51 % of the Outstanding Amount advise the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, the Indenture Trustee shall be required to notify all Senior Note Owners, Class through the Clearing Agency, then upon surrender to the Trustee of any such Notes by the occurrence of such event and the availability through Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration of Definitive Notes to Senior Note Owners requesting Notes, the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes Obligors shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate and the Transfer Agent and Registrar shall deliver such Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this IndentureNotes. None of Neither the Owner Trustee, Obligors nor the Senior 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. The Indenture Trustee shall not be liable if recognize the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing AgencyHolders of such Definitive Notes as Noteholders hereunder. The Definitive holding of Bearer Notes shall be typewrittenproved by the production of such Bearer Notes or by a certificate, printedsatisfactory to the Obligors, lithographed or engraved or produced executed by any combination bank, trust company or recognized securities dealer, wherever situated, satisfactory to the Obligors. Each such certificate shall be dated and shall state that on the date thereof a Bearer Note bearing a specified serial number was deposited with or exhibited to such bank, trust company or recognized securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein shall be presumed to continue for a period of one year from the date of such methods (with or without steel engraved borders), all as determined by certificate unless at the officers executing such Senior Notes, as evidenced by their execution time of any determination of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders holding (i) as another certificate bearing a later date issued in respect of each Record Datethe same Bearer Note shall be produced, within five days thereafter and (ii) as the Bearer Note specified in such certificate shall be produced by some other Person or (iii) the Bearer Note specified in such certificate shall have ceased to be outstanding. The appointment of not more than ten days prior any proxy shall be proved by having a the signature of the Person executing the proxy guaranteed by any bank, trust company or recognized securities dealer satisfactory to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforTrustee.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior a Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the Indenture Trustee through the applicable Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee shall be required cause such Clearing Agency to notify all Senior Note OwnersOwners cleared, through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Ownersin accordance with the instructions of such Clearing Agency, who thereupon which shall become Senior Noteholders include, without limitation, the identity and payment instructions for all purposes Noteholders of this Indenturethe applicable Notes. None of the Owner TrusteeIssuer, the Senior 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. The Upon the issuance of Definitive Notes, the Indenture Trustee shall not be liable if recognize the Indenture Trustee or holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes as Noteholders. Upon acquisition or transfer a Definitive Note by, for or with the assets of, an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, such Note Owner shall be typewritten, printed, lithographed deemed to have represented that such acquisition or engraved purchase will not constitute or produced otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by any combination a class or other applicable exemption. Any transfer found to have been made in violation of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution representation shall be null and void and of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforno effect.

Definitive Notes. If (i) (Aa) the Administrator Servicer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (Bb) the Indenture Trustee or the Administrator Servicer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Servicer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class or (iii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Beneficial Owners representing in the aggregate not less aggregating more than 51 50% of the Outstanding Amount of the Notes of such Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such Class, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, Beneficial Owners of such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such Class requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Class, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall not be liable if deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If (a) The Notes of any Series or Class of any Series, to the extent provided in the related Series Supplement, upon original issuance, may be issued in the form of Definitive Notes. All Class A-1 Notes of any Series shall be issued in the form of Definitive Notes. The applicable Series Supplement shall set forth the legend relating to the restrictions on transfer of such Definitive Notes and such other restrictions as may be applicable. (b) With respect to the Notes of any Series or Class of any Series issued in the form of typewritten Notes representing Book-Entry Notes, if (i) (A) the Administrator Master Issuer advises the Indenture Trustee in writing that the Clearing Agency with respect to any such Series of Notes is no longer willing or able to discharge properly discharge its responsibilities as described in under the applicable Depository Agreement and (B) the Indenture Trustee or the Administrator is Master Issuer are unable to locate a qualified successor, successor or (ii) after the Administrator at its option advises the Indenture Trustee in writing that it elects occurrence of a Rapid Amortization Event, with respect to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Defaultany Series of Notes Outstanding, Senior Note Owners representing holding a beneficial interest in the aggregate not less than 51 excess of 50% of the aggregate Outstanding Principal Amount of such Series of Notes advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, the Indenture Trustee shall be required to notify all Senior Note OwnersOwners of such Series, through the applicable Clearing AgencyAgency Participants, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the sameof such Series. Upon surrender to the Indenture Trustee of the Notes of such Series by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Master Issuer shall execute and the Trustee shall issue authenticate, upon receipt of a Company Order, and deliver an equal aggregate principal amount of Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None in accordance with the instructions of the Owner Trustee, Clearing Agency. Neither the Senior Note Registrar or Master Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Upon the issuance of Definitive Notes of such Series or Class of such Series of Notes all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall not be liable if recognize the Indenture Trustee or Holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with Series or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution Class of such Senior Notes. If Definitive Notes are issued Series as Noteholders of such Series or Class of such Series hereunder and under the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforapplicable Series Supplement.

Definitive Notes. If If: (i) (Aa) the Administrator Principal Paying Agent advises the Indenture Trustee Manager in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities as described in with respect to the Depository Agreement and (B) the Indenture Trustee US$ Notes or the Administrator Clearing Agency or its successor and the Manager is unable to locate a qualified successor, ; (iib) the Administrator Trustee, at its option the direction of the Manager (at the Manager's option) advises the Indenture Trustee Principal Paying Agent in writing that it elects to terminate the book-entry system through the Clearing Agency is or is to be terminated; or (iiic) after the occurrence of an Indenture Event of Default, Senior the Note Trustee shall, at the direction of US$ Note Owners representing in beneficial interests aggregating to at least a majority of the aggregate not less than 51 % Invested Amount of the Outstanding Amount US$ Notes advise both the Indenture Principal Paying Agent and the Issuer Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-book entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior the US$ Note Owners, then the Indenture Trustee Principal Paying Agent shall be required to notify all Senior of the appropriate US$ Note Owners, through Owners and the Clearing Agency, Trustee of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior such US$ Note Owners requesting the same. Upon the surrender of the Book-Entry Notes to the Indenture Trustee by the Clearing Agency, and the delivery by the Clearing Agency of the Senior Note or Senior Notes representing relevant registration instructions to the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior Trustee (with the assistance of the Manager) shall execute and procure the Principal Paying Agent to authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. The Definitive Notes will be serially numbered and shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the Authorised Signatories executing such Definitive Notes, as evidenced by their execution of such Definitive Notes. -------------------------------------------------------------------------------- PAGE 12 NOTE TRUST DEED ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- Neither 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. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If (i) (A) the Administrator Transferor advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class or Series and (B) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Transferor, at its option option, and to the extent permitted by law, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to such Class or Series or (iii) after an Indenture the occurrence of a Servicer Default, Senior Note Owners representing in the aggregate not less of Notes evidencing more than 51 50% of the principal balance of the Outstanding Amount Notes (or such other percentage as specified in the related Indenture Supplement) of such Class or Series, as applicable, advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior the Note OwnersOwners of such Class or Series, the Indenture Trustee Clearing Agency shall be required to notify all Senior Note Owners, through the Clearing Agency, Owners of such Class or Series of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners of such Class or Series requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note Notes of such Class or Senior Notes representing Series, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class or Series and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of the Owner Trustee, the Senior Note Registrar or the Neither Issuer nor Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and Issuer and Indenture Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions. The Upon the issuance of Definitive Notes of such Class or Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and Indenture Trustee shall not be liable if recognize the Indenture Trustee or registered holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with Class or without steel engraved borders), all Series as determined by the officers executing such Senior Notes, as evidenced by their execution Noteholders of such Senior NotesClass or Series hereunder. If Definitive Notes are issued will be transferable and exchangeable at the Indenture Trustee is not the Senior Note offices of Transfer Agent and Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If Book-Entry Notes have been issued with respect to any Series or Class and (i) (Aa) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in the Depository Agreement with respect to such Series or Class and (Bb) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) to the Administrator extent permitted by law, the Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Series or Class or (iii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Owners beneficial owners of such Series or Class representing in the aggregate not less than 51 50% of the Outstanding Amount principal amount of the Book-Entry Notes of such Series or Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency in writing through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through with respect to the Clearing Agency Notes of such Series or its successor Class is no longer in the best interest interests of Senior Note Ownersthe beneficial owners of such Series or Class, then the Indenture Trustee shall be required to notify all Senior Note Ownersbeneficial owners of such Series or Class, through the Clearing Agency or Foreign Clearing Agency, as applicable, of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the samebeneficial owners of such Series or Class. Upon surrender to the Indenture Trustee of such Notes by the Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Issuer shall execute and the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall not be liable if deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior registered Holders of such Definitive Notes of such Series or Class as Noteholders of such Series or Class hereunder. Definitive Notes will be transferable and exchangeable at the offices of the Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If (a) If: (i) (A) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in under the Note Depository Agreement with respect to the Notes, and (B) the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount Principal Balance of the Notes advise the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior the Note Owners, then the Clearing Agency has undertaken to notify all Note Owners and the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration and transfer instructions from the receipt of instructions Clearing Agency for re-registration, the Issuer shall execute, and the Indenture Trustee shall issue authenticate, the Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes in accordance with the instructions of this Indenturethe Clearing Agency. None of the Owner TrusteeIssuer, the Senior 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. The Indenture Trustee Upon the issuance of Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Issuer, to the extent applicable with respect to such Definitive Notes, and the Issuer shall recognize the holders of the relevant Definitive Notes as Noteholders hereunder. (b) Definitive Notes will not be liable if the Indenture Trustee eligible for clearing or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewrittensettlement through DTC, printed, lithographed Euroclear or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforClearstream.

Definitive Notes. If Book-Entry Notes have been issued with respect to any Series or Class and (i) (Aa) the Administrator advises Obligors advise the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in under the Depository Agreement with respect to such Series or Class and (B) the Indenture Trustee or the Administrator is Obligors are unable to locate a qualified successor, successor or (iib) the Administrator Obligors, at its option their option, advises the Indenture Trustee in writing that it elects they elect to terminate the book-entry system through the Clearing Agency with respect to such Series or (iii) after an Indenture Default, Senior Note Owners representing in the aggregate not less than 51 % of the Outstanding Amount advise the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, the Indenture Trustee shall be required to notify all Senior Note Owners, Class through the Clearing Agency, then upon surrender to the Trustee of any such Notes by the occurrence of such event and the availability through Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration of Definitive Notes to Senior Note Owners requesting Notes, the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes Obligors shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate and the Transfer Agent and Registrar shall deliver such Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this IndentureNotes. None of Neither the Owner Trustee, Obligors nor the Senior 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. The Indenture Trustee shall not be liable if recognize the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing AgencyHolders of such Definitive Notes as Noteholders hereunder. The Definitive holding of Bearer Notes shall be typewrittenproved by the production of such Bearer Notes or by a certificate, printedsatisfactory to the Obligors, lithographed or engraved or produced executed by any combination bank, trust company or recognized securities dealer, wherever situated, satisfactory to the Obligors. Each such certificate shall be dated and shall state that on the date thereof a Bearer Note bearing a specified serial number was deposited with or exhibited to such bank, trust company or recognized securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein shall be presumed to continue for a period of one year from the date of such methods (with or without steel engraved borders), all as determined by certificate unless at the officers executing such Senior Notes, as evidenced by their execution time of any determination of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders holding (i) as another certificate bearing a later date issued in respect of each Record Datethe same Bearer Note shall be produced, within five days thereafter and (ii) as the Bearer Note specified in such certificate shall be produced by some other Person or (iii) the Bearer Note specified in such certificate shall have ceased to be outstanding. The appointment of not more than ten days prior any proxy shall be proved by having a the signature of the Person executing the proxy guaranteed by any bank, trust company or recognized securities dealer satisfactory to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.Trustee. 36 42

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior a Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the Indenture Trustee through the applicable Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee shall be required cause such Clearing Agency to notify all Senior Note OwnersOwners cleared, through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Ownersin accordance with the instructions of such Clearing Agency, who thereupon which shall become Senior Noteholders include, without limitation, the identity and payment instructions for all purposes Noteholders of this Indenturethe applicable Notes. None of the Owner TrusteeIssuer, the Senior 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. The Indenture Trustee shall not be liable if Upon the issuance of Definitive Notes, the Indenture Trustee or and the Administrator is unable to locate a qualified successor Clearing Agency. The Note Registrar shall recognize the holders of the Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be typewritten, printed, lithographed deemed to have represented that such acquisition or engraved purchase will not constitute or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders otherwise result in: (i) as in the case of each Record Datea Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, within five days thereafter a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) as of not more than ten days prior to in the time such list is furnished, within 30 days after receipt by the Owner Trustee case of a written request thereforBenefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If (i) (Aa) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (Bb) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class or (iii) after an Indenture the occurrence of a Servicer Default, Senior Note Beneficial Owners representing in the aggregate not less than 51 % aggregating a majority of the Outstanding Amount of the Notes (or such other percentage as specified in the related Indenture Supplement) of such Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such Class, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency or Foreign Clearing Agency, as the case may be, shall notify all Beneficial Owners of such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such Class requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Class, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall not be liable if deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. (a) Notes issued to Institutional Accredited Investor pursuant to Regulation D will be issued only as Definitive Notes. If a holder of a Note in the form of a Rule 144A Global Note or, with respect to any Class other than the Class E Notes, a Regulation S Global Note wishes at any time to exchange its interest in such Rule 144A Global Note or Regulation S Global Note for an equivalent interest in a Definitive Note, or to transfer its interest in such Rule 144A Global Note or Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a Definitive Note, such holder may, subject to the rules and procedures of the Clearing Agency, and any requirements of the Trustee, exchange or cause the exchange or transfer of such 144A Global Note or Regulation S Global Note for an equivalent interest in a Definitive Note; provided that, the holder wishing to make such exchange or the transferee taking delivery of a Definitive Note is an Institutional Accredited Investor and has executed and delivered to the Note Registrar a letter substantially in the form of Exhibit B hereto. (b) If (i) (A) the Administrator Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in with respect to the Depository Agreement Book-Entry Notes, and (B) the Indenture Trustee or the Administrator Servicer is unable to locate a qualified successor, (ii) the Administrator Servicer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of such Book-Entry Notes advise the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-book entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee Clearing Agency shall be required to notify all Senior such Note Owners, through Owners and the Clearing Agency, Trustee of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior typewritten Note or Senior Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate the Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes in accordance with the instructions of this Indenturethe Clearing Agency. None of the Owner TrusteeIssuer, the Senior 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. The Indenture Upon the issuance of Definitive Notes, the Trustee and the Note Registrar shall recognize the Holders of the Definitive Notes as Noteholders. (c) Interests in a Temporary Regulation S Note may only be exchanged for Definitive Notes upon the receipt by the Trustee from Euroclear or Clearstream, as the case may be, of a certificate substantially in the form of Exhibit C-1 to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit C-2 from the holder of a beneficial interest in such Note. Notwithstanding the foregoing, Definitive Notes shall not be liable if issued in exchange for Temporary Regulation S Notes until on or after the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Exchange Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If (a) If: (i) (A) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in under the Note Depository Agreement with respect to the Notes, and (B) the Indenture Trustee or the Administrator Issuer is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing circumstances change so that it elects to terminate the book-entry system through the Clearing Agency is less advantageous due to economic or administrative burden or the use of the book-entry system becomes unlawful with respect to the Notes and the Issuer notifies the Indenture Trustee in writing that because of the change in circumstances the Issuer is terminating the book-entry system with respect to the Notes or (iii) after the occurrence of an Indenture Event of Default, Senior Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount Principal Balance of the Notes advise the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior the Note Owners, then the Clearing Agency has undertaken to notify all Note Owners and the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration and transfer instructions from the receipt of instructions Clearing Agency for re-registration, the Issuer shall execute, and the Indenture Trustee shall issue authenticate, the Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes in accordance with the instructions of this Indenturethe Clearing Agency. None of the Owner TrusteeIssuer, the Senior 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. The Indenture Trustee Upon the issuance of Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Issuer, to the extent applicable with respect to such Definitive Notes, and the Issuer shall recognize the holders of the relevant Definitive Notes as Noteholders hereunder. (a) Definitive Notes will not be liable if the Indenture Trustee eligible for clearing or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewrittensettlement through DTC, printed, lithographed Euroclear or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforClearstream.

Definitive Notes. If (i) (A) The Definitive Bearer Notes, the Administrator advises Coupons and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able Talons shall be to properly discharge its responsibilities as described bearer in the Depository Agreement respective forms or substantially in the respective forms set out in Parts 3, 5 and 6, respectively, of Schedule 2. The Certificates shall be in the form or substantially in the form set out in Part 4 of Schedule 2. The Definitive Bearer Notes, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed and the Certificates shall be serially numbered and printed, in each case, in accordance with the requirements (if any) from time to time of the relevant Stock Exchange. The relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Bearer Notes and Certificates if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Bearer Notes and Certificates shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Bearer Notes and Certificates shall have endorsed thereon or attached thereto a copy of the applicable Final Terms (or the relevant provisions thereof). Title to the Definitive Bearer Notes, the Coupons and the Talons shall pass by delivery. Title to the Certificates shall pass upon registration thereof in the Register in accordance with these presents and the Agency Agreement. (B) The Definitive Bearer Notes shall be signed by a person duly authorised by the Indenture Trustee or the Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Default, Senior Note Owners representing in the aggregate not less than 51 % Issuer on behalf of the Outstanding Amount advise the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, Issuer and shall be protected in relying on, such instructionsauthenticated by or on behalf of the Principal Paying Agent. The Indenture Trustee Definitive Bearer Notes so executed and authenticated, and the Coupons and Talons, upon execution and authentication of the relevant Definitive Bearer Notes, shall be binding and valid obligations of the Issuer. The Coupons and the Talons shall not be liable if signed. No Definitive Bearer Note and none of the Indenture Trustee Coupons or Talons appertaining to such Definitive Bearer Note shall be binding or valid until such Definitive Bearer Note shall have been executed and authenticated as aforesaid. (C) The Certificates shall be signed by a person duly authorised by the Administrator is unable to locate a qualified successor Clearing AgencyIssuer on behalf of the Issuer and shall be authenticated by or on behalf of the Registrar. The Definitive Notes Certificates so executed and authenticated shall represent binding and valid obligations of the Issuer. No Certificates shall be typewritten, printed, lithographed binding or engraved or produced by any combination of valid until such methods (with or without steel engraved borders), all Certificate shall have been executed and authenticated as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforaforesaid.

Definitive Notes. If (i) (A) the Administrator Transferor, the Owner Trustee or the Administrative Agent advises the Indenture Trustee in writing that the Clearing Agency is no Indenture longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) the Transferor, the Indenture Trustee or the Administrator Administrative Agent is unable to locate a qualified successorsuccessor (and if the Administrative Agent has made such determination, the Administrative Agent has given written notice thereof to the Indenture Trustee), (ii) the Administrator Transferor, the Indenture Trustee or the Administrative Agent at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Default, Senior Note Owners representing in the aggregate not less than 51 51% of the Outstanding Amount Amount, voting as a single class, advise the Indenture Trustee through the Clearing Agency and its Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Senior Note Owners, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Issuer, Owner Trustee, the Senior 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. The Indenture Trustee Trustee, the Issuer and the Administrative Agent shall not be liable if the Indenture Trustee or the Administrator Administrative Agent is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders shall be mailed to their addresses of record in the Note Register as of the relevant Deposit Date. Such notices shall be deemed to have been given as of the date of mailing. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Deposit Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If Book-Entry Notes have been issued with respect to any Series or Class and (i) (Aa) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in the Depository Agreement with respect to such Series or Class and (Bb) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) to the Administrator extent permitted by law, the Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Series or Class or (iii) after the occurrence of a Servicer Default or an Indenture Event of Default, Senior Note Owners owners of security entitlements to such Series or Class representing in the aggregate not less than 51 50% of the Outstanding Amount principal amount of the Book-Entry Notes of such Series or Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency in writing through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through with respect to the Clearing Agency Notes of such Series or its successor Class is no longer in the best interest interests of Senior Note Ownersthe owners of security entitlements to such Series or Class, then the Indenture Trustee shall be required to notify all Senior Note Ownersowners of security entitlements to such Series or Class, through the Clearing Agency or Foreign Clearing Agency, as applicable, of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the sameowners of security entitlements to such Series or Class. Upon surrender to the Indenture Trustee of such Notes by the Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Issuer shall execute and the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall not be liable if deemed to be imposed upon and performed by the Indenture Trustee or Trustee, to the Administrator is unable extent applicable with respect to locate a qualified successor Clearing Agency. The such Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior registered Holders of such Definitive Notes of such Series or Class as Noteholders of such Series or Class hereunder. Definitive Notes will be transferable and exchangeable at the offices of the Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee Administrator in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee Administrator is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Trustee Administrator in writing that it elects to terminate the book-entry system through the that Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior a Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the Indenture Trustee through the applicable Clearing Agency and its Participants (which shall then notify the Indenture Trustee) in writing that the continuation of a book-entry system through the such Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee shall be required notify the Indenture Administrator and the Indenture Administrator shall cause such Clearing Agency to notify all Senior Note OwnersOwners cleared, through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency Administrator of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of such Clearing Agency, which shall include, without limitation, the identity and payment instructions for re-registrationall Noteholders of the applicable Notes. None of the Issuer, the Note Registrar, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior Note Registrar or the Indenture Trustee Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The Upon the issuance of Definitive Notes, the Indenture Trustee shall not be liable if recognize the Indenture Trustee or holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be typewritten, printed, lithographed deemed to have represented that such acquisition or engraved purchase will not constitute or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders otherwise result in: (i) as in the case of each Record Datea Benefit Plan subject to Section 406 of ERISA or Section 4975 of the Code, within five days thereafter a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) as of not more than ten days prior to in the time such list is furnished, within 30 days after receipt by the Owner Trustee case of a written request thereforBenefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If If: (i) (Aa) the Administrator Trust Manager advises the Indenture Trustee Principal Paying Agent in writing that the Clearing Agency is no longer willing or able properly to properly discharge its responsibilities as described in with respect to the Depository Agreement and (B) the Indenture Trustee Class A Notes or the Administrator Clearing Agency or its successor and the Trust Manager is unable to locate a qualified successor, ; (iib) the Administrator Trustee, at its option the direction of the Trust Manager (at the Trust Manager's option) advises the Indenture Trustee Principal Paying Agent in writing that it elects to terminate the book-entry system through the Clearing Agency is or is to be terminated; or -------------------------------------------------------------------------------- Page 10 Note Trust ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- (iiic) after the occurrence of an Indenture Event of Default, Senior the Class A Note Owners representing in beneficial interests aggregating to at least a majority of the aggregate not less than 51 % Invested Amount of the Outstanding Amount Class A Notes advise the Indenture Trustee through the Clearing Agency and its Participants in writing that the continuation of a book-book entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior the Class A Note Owners, then the Indenture Trustee Principal Paying Agent shall be required to notify all Senior of the appropriate Class A Note Owners, through Owners and the Clearing Agency, Trustee of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior such Class A Note Owners requesting the same. Upon the surrender of the Book-Entry Notes to the Indenture Trustee by the Clearing Agency, and the delivery by the Clearing Agency of the Senior Note or Senior Notes representing relevant registration instructions to the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior Trustee (with the assistance of the Trust Manager) shall execute and procure the Principal Paying Agent to authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. The Definitive Notes will be serially numbered and shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the Authorised Signatories executing such Definitive Notes, as evidenced by their execution of such Definitive Notes. Neither 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. The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor.

Definitive Notes. If so specified in the related Indenture Supplement, Notes may be issued as Definitive Notes. If (i) (Aa) the Administrator Issuer advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as described in Clearing Agency or Foreign Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given Class and (Bb) the Indenture Trustee or the Administrator Issuer is unable to locate and reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator Issuer, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to such Class or (iii) after an Indenture the occurrence of a Servicer Default, Senior Note Beneficial Owners representing in the having an aggregate not less than 51 % of a majority of the Outstanding Amount of the Notes (or such other percentage as specified in the related Indenture Supplement) of such Class advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such Class, the Indenture Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency or Foreign Clearing Agency, as the case may be, shall notify all Beneficial Owners of such Class of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such Class requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such Class, accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Issuer shall execute and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate Definitive Notes to Senior Note Owners, who thereupon of such Class and shall become Senior recognize the registered holders of such Definitive Notes as Noteholders for all purposes of under this Master Indenture. None of Neither the Owner Trustee, the Senior Note Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee shall not be liable if Trustee, to the extent applicable with respect to such Definitive Notes to the extent that the Indenture Trustee or the Administrator is unable able to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewrittenso perform, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not shall recognize the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list registered holders of the names Definitive Notes of such Series as Noteholders of such Series hereunder. Definitive Notes will be transferable and addresses exchangeable at the offices of the Senior Noteholders (i) as of each Record Date, within five days thereafter Transfer Agent and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforRegistrar.

Definitive Notes. If (a) The Notes of any Series or Class, Subclass or Tranche of any Series, to the extent provided in the related Series Supplement, upon original issuance, may be issued in the form of Definitive Notes. All Class A-1 Notes of any Series shall be issued in the form of Definitive Notes. The applicable Series Supplement shall set forth the legend relating to the restrictions on transfer of such Definitive Notes and such other restrictions as may be applicable. (b) With respect to the Notes of any Series issued in the form of typewritten Notes representing Book-Entry Notes, if (i) (A) the Administrator advises Co-Issuers advise the Indenture Trustee in writing that the Clearing Agency with respect to any such Series of Notes is no longer willing or able to discharge properly discharge its responsibilities as described in under the applicable Depository Agreement and (B) the Indenture Trustee or the Administrator is Co-Issuers are unable to locate a qualified successor, successor or (ii) after the Administrator at its option advises the Indenture Trustee in writing that it elects occurrence of a Rapid Amortization Event, with respect to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Defaultany Series of Notes Outstanding, Senior Note Owners representing holding a beneficial interest in the aggregate not less than 51 excess of 50% of the aggregate Outstanding Principal Amount of such Series of Notes advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, the Indenture Trustee shall be required to notify all Senior Note OwnersOwners of such Series, through the applicable Clearing AgencyAgency Participants, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the sameof such Series. Upon surrender to the Indenture Trustee of the Notes of such Series by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency of the Senior Note or Senior Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Co-Issuers shall execute and the Trustee shall issue authenticate, upon receipt of a Company Order, and deliver an equal aggregate principal amount of Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None in accordance with the instructions of the Owner Trustee, Clearing Agency. Neither the Senior Note Registrar or Co-Issuers nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Upon the issuance of Definitive Notes of such Series of Notes, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall not be liable if recognize the Indenture Trustee or Holders of the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all Series as determined by the officers executing such Senior Notes, as evidenced by their execution Noteholders of such Senior Notes. If Definitive Notes are issued Series hereunder and under the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforapplicable Series Supplement.

Definitive Notes. If (i) (A) the Administrator advises the Indenture Administrator and the Indenture Trustee in writing that the a Clearing Agency (a) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (b) announces an intention to cease business permanently (or does so and no longer willing or able alternative clearing system acceptable to properly discharge its responsibilities as described in the Depository Agreement and (B) the Indenture Trustee Administrator is then available), or (c) at any time, is unwilling or unable to continue as, or ceases to be, a clearing agency registered under all applicable laws, and a successor clearing agency which is registered as a clearing agency under all applicable laws is not appointed by the Administrator is unable to locate a qualified successorwithin 90 days of such event, (ii) the Administrator at its option advises the Indenture Administrator and the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Indenture Event of Default, Senior a Servicer Default or an Administrator Default, Note Owners representing in the aggregate not less than 51 % beneficial interests aggregating at least a majority of the Outstanding Amount of the applicable Notes advise the applicable Clearing Agency (which shall then notify the Indenture Trustee through and the Clearing Agency and its Participants Indenture Administrator) in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior such Note Owners, then the Indenture Trustee Administrator shall be required cause such Clearing Agency to notify all Senior Note OwnersOwners cleared, through the such Clearing Agency, of the occurrence of any such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency Administrator of the Senior Note or Senior typewritten Notes representing the Book-Entry Notes by a Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the receipt Indenture Administrator shall authenticate the Definitive Notes in accordance with the instructions of such Clearing Agency, which shall include, without limitation, the identity and payment instructions for re-registrationall Noteholders of the applicable Notes. None of the Issuer, the Note Registrar, the Paying Agent, the Indenture Trustee shall issue Definitive Notes to Senior Note Owners, who thereupon shall become Senior Noteholders for all purposes of this Indenture. None of the Owner Trustee, the Senior Note Registrar or the Indenture Trustee Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee shall not be liable if Upon the issuance of Definitive Notes, the Indenture Trustee or Trustee, the Indenture Administrator is unable to locate a qualified successor Clearing Agency. The and the Note Registrar shall recognize the holders of the Definitive Notes as Noteholders. Upon acquisition or transfer of a Definitive Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be typewritten, printed, lithographed required to represent that such acquisition or engraved holding will not constitute or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Senior Notes, as evidenced by their execution of such Senior Notes. If Definitive Notes are issued and the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Senior Noteholders otherwise result in: (i) as in the case of each Record Datea Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, within five days thereafter a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by an applicable statutory or administrative exemption and (ii) as of not more than ten days prior to in the time such list is furnished, within 30 days after receipt by the Owner Trustee case of a written request thereforBenefit Plan subject to a substantially similar law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Definitive Notes. If (a) If: (i) (A) the Administrator Debtor advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in Clearing Agency with respect to the Depository Agreement Book-Entry Notes of a given series and (B) the Indenture Trustee or the Administrator Debtor is unable to locate and reach an agreement on satisfactory terms with a qualified successor, ; (ii) the Administrator Debtor, at its option option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or with respect to such series; or (iii) after the occurrence of an Indenture Event of Default, Senior Note Beneficial Owners representing in the aggregate not less than 51 % aggregating a majority of the Outstanding Amount Notes of such series advise the Indenture Trustee and the applicable Clearing Agency through the applicable Clearing Agency and its Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest interests of Senior Note Ownersthe Beneficial Owners of such series, then, unless the Debtor and, with respect to clause (iii) above only, the Indenture affected Beneficial Owners elect to utilize the book-entry facilities of the Trustee as provided in Section 2.02 and 2.03 hereof, the Trustee shall be required to notify all Senior Note Owners, through the Clearing Agency, Beneficial Owners of such series of the occurrence of such event and of the availability through the Clearing Agency of Definitive Notes to Senior Note Beneficial Owners of such series requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Senior Note or Senior Notes representing of such series accompanied by registration instructions from the Book-Entry Notes applicable Clearing Agency, the Debtor shall execute, and the receipt of instructions for re-registration, the Indenture Trustee shall issue authenticate and deliver, Definitive Notes to Senior of such series and shall recognize the registered holders of such Definitive Notes as Noteholders under this Note Owners, who thereupon shall become Senior Noteholders for all purposes of this IndentureAgreement. None of Neither the Owner Trustee, Debtor nor the Senior Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Debtor and the Trustee may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee shall not be liable if . (b) Upon the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The issuance of Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by of any combination of such methods (with or without steel engraved bordersseries as provided in Section 2.07(a), all as determined references herein to obligations imposed upon or to be performed by the officers executing applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee to the extent applicable with respect to such Senior Definitive Notes, as evidenced by their execution and the Trustee shall recognize the registered holders of the Definitive Notes of such Senior Notesseries as Noteholders of such series hereunder. If Definitive Notes are issued will be transferable and exchangeable at the Indenture Trustee is not the Senior Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list offices of the names and addresses of the Senior Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request thereforTrustee.