Common use of Book-Entry Certificates Clause in Contracts

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoingUnless otherwise provided in any ----------------------- related Supplement, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depositary specified in such Supplement (the "Depositary") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositorof such 6-12 Series. The Book-Entry Investor Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency or Foreign Clearing Agency, and no Beneficial Holder . No Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates of any Series (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.12: (ai) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseach such Series; (bii) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Investor Certificates of each such CertificatesSeries) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall controlcontrol with respect to each such Series; and (div) the rights of the Beneficial Holders Certificate Owners of the Book-Entry Investor Certificates of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementDepositary Agreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding Unless the foregoingHolder thereof requests that Class A Certificates be delivered in definitive, fully registered form ("DEFINITIVE CERTIFICATES"), the Book-Entry Class A Certificates, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCthe Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the DepositorTrust. The Book-Entry Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with With respect to the Book-Entry Certificates: (1) the provisions of this Section shall be in full force and effect; (b2) the Depositor Depositor, the Servicer, the Certificate Registrar and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Book-Entry Certificates) as the sole Holder of such CertificatesBook-Entry Certificates and shall have no obligation to the related Certificate Owner; (c3) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and; (d4) the rights of the Beneficial Holders of the Book-Entry Certificates such Certificate Owners shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Participants. Pursuant Clearing Agency Participants pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the . The initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Clearing Agency Participants. For purposes of any provision of ; and (5) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, Holders directions of the Book-Entry Certificates Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of such CertificatesCertificate Balance, such direction or consent may be given by the Clearing Agency at shall be deemed to represent such percentage only to the direction of Beneficial Holders extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such Certificates evidencing the requisite required percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the beneficial interest in the Book-Entry Certificates and has delivered such instructions in writing to the extent that such actions are taken on behalf Trustee. Neither the Trustee nor the Certificate Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Certificate an interest in which is transferable through the facilities of the Beneficial HoldersDepository.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.. 109

Book-Entry Certificates. Notwithstanding the foregoing, each class of the Book-Entry Class A Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Class A Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Class A Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Class A Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Class A Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of each Class of the Book-Entry Class A Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to each Class of the Book-Entry Class A Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Publicly Offered Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Publicly Offered Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Offered Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Certificates) as the sole Holder of such CertificatesOffered Certificateholder; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Publicly Offered Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Publicly Offered Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Publicly Offered Certificates to such Participants. 106 For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Publicly Offered Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Publicly Offered Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Publicly Offered Certificates evidencing the requisite percentage of principal amount of such Publicly Offered Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Offered Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.. 105

Book-Entry Certificates. Notwithstanding Unless otherwise specified in the foregoingrelated Supplement for any Series or Class, the Book-Entry Investor Certificates, upon original issuance, shall be issued in the form of one or more several typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on the behalf of, the DepositorSeller. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.12: (ai) the provisions of this Section 6.07 6.10 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (bii) the Depositor Seller, the Servicer and the Master Trust Administrator Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (ciii) to the extent that the provisions of this Section 6.07 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.10 shall control; and (div) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the applicable Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.096.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes Anything herein to the contrary notwithstanding, the rights of any provision of this Agreement requiring or permitting actions Certificate Owner to receive principal and interest with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent respect to any Investor Certificate may be given transferred only by registering the new Certificate Owner on the Certificate Register kept by the Clearing Agency at Agency, and any such transfer is required to be reflected on the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersCertificate Register.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Class A Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Class A Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Class A Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Class A Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Class A Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Class A Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Class A Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.. 108

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, each Class of Book-Entry Certificates shall be issued in the form of one or more typewritten Certificates representing such Certificates, to be held by DTC or any successor Clearing Agency or, if appointed to hold such Certificates as provided below, the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorCustodian. The Each Class of Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Book-Entry Certificates, except as provided in Section 6.09. The Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with DTC authorizing it to act as such. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Book-Entry Custodian and the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates); (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing entitled to a specified percentage of the aggregate unpaid principal amount of Voting Rights allocated to such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing entitled to the requisite aggregate percentage of principal amount of Voting Rights allocated to such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.. 105

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no 126 Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Class A Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Class A Certificates shall initially be registered on the Certificate Register in the name of [Cede & Co.], the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Class A Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Class A Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Class A Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Class A Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Class A Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoing, each class of the Book-Entry Class A Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the DepositorSeller. The Book-Entry Class A Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Class A Certificates; (b) the Depositor Seller and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Class A Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Class A Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of each Class of the Book-Entry Class A Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to each Class of the Book-Entry Class A Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.]

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Holder Book-Entry Certificateholder will receive a definitive certificate representing such Beneficial Holder’s Book-Entry Certificateholder's interest in the Investor Certificates, except as provided in Section 6.095.13. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders Certificateholders pursuant to Section 6.095.13 or the related Supplement: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to Company, the Book-Entry Certificates; (b) the Depositor Master Servicer and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder Certificateholder without respect to whether there has been any actual authorization of such Certificatesactions by the Book-Entry Certificateholders with respect to such actions; (cb) to the extent that the provisions of this Section 6.07 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 5.11 shall control; and (dc) the rights of the Beneficial Holders of the Book-Entry Certificates Certificateholders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders related Book-Entry Certificateholders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal principal, interest and interest other amounts on the related Book-Entry Investor Certificates to such Clearing Agency Participants. For purposes Notwithstanding the foregoing, no Class or Series of any provision of this Agreement requiring or permitting actions with the consent ofInvestor Certificates may be issued as Book Entry Certificates (but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such Certificates, such direction Class or consent may be given by Series the Clearing Agency at Company receives an opinion of independent counsel that the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersClass or Series will be treated as indebtedness for federal income tax purposes.

Book-Entry Certificates. Notwithstanding the foregoingIf provided in any Supplement, the Book-Entry CertificatesInvestor Certificates of any Series, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTCThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the DepositorTransferor. The Book-Entry Investor Certificates of such Series shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder Certificate Owner will receive a definitive certificate representing such Beneficial Holder’s Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.096.13. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the Beneficial Holders Certificate Owners pursuant to Section 6.096.13: (a) the provisions of this Section 6.07 6.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trust Administrator Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder authorized representatives of such Certificatesthe Certificate Owners; (c) to the extent that the provisions of this Section 6.07 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 6.11 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Holders Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementLetter of Representations, unless and until Definitive Certificates are issued pursuant to Section 6.096.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Book-Entry Investor Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersParticipants.

Book-Entry Certificates. Notwithstanding the foregoing, each class of the Book-Entry Class A Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Class A Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s 's interest in the Certificates, except as provided in Section 6.09. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Beneficial Holders pursuant to Section 6.09: (a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry Class A Certificates; (b) the Depositor and the Trust Administrator Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Class A Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and and (d) the rights of the Beneficial Holders of the Book-Entry Class A Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of each Class of the Book-Entry Class A Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to each Class of the Book-Entry Class A Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.

Book-Entry Certificates. Notwithstanding the foregoingIf specified in any related Supplement, the Book-Entry Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Depository specified in such Supplement which shall be the Clearing Agency, specified by, or on behalf of, the DepositorCompany for such Series. The Book-Entry Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial such Clearing Agency, and no Beneficial Certificate Book-Entry Holder will receive a definitive certificate representing such Beneficial Certificate Book-Entry Holder’s 's interest in the Investor Certificates, except as provided in Section 6.09SECTION 5.13. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”"DEFINITIVE CERTIFICATES") have been issued to the Beneficial Holders Investor Certificateholders pursuant to Section 6.09SECTION 5.13 or the related Supplement: (a) the provisions of this Section 6.07 SECTION 5.11 shall be in full force and effect with respect to the Book-Entry Certificateseffect; (b) the Depositor Company, the Servicer and the Trust Administrator Trustee may deal with the each Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such the Investor Certificates) as the sole Holder Investor Certificateholder without respect to whether there has been any actual authorization of such Certificatesactions by the Certificate Book-Entry Holders with respect to such actions; (c) to the extent that the provisions of this Section 6.07 SECTION 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 SECTION 5.11 shall control; and (d) the rights of the Beneficial Holders of the Certificate Book-Entry Certificates Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial related Certificate Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of(but, or instead, shall be issued as Definitive Certificates) unless at the direction of, Holders time of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount issuance of such CertificatesClass or Series, such direction or consent may be given by the Clearing Agency at Company and the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial HoldersTrustee receive a Tax Opinion.

Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to the Trust Administrator as agent for DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate representing such Beneficial Holder’s interest in the Certificates, except as provided in Section 6.094.09. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 6.094.09: (a) the provisions of this Section 6.07 4.07 shall be in full force and effect with respect to the Book-Entry Certificates; (b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates; (c) to the extent that the provisions of this Section 6.07 4.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 4.07 shall control; and (d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.094.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.