Common use of Preservation of Information; Communications to Noteholders Clause in Contracts

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 4.1 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 4.1 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche Noteholders may communicate (hereinafter referred including pursuant to as “applicants”TIA Section 312(b) (or, if there are less than three such Holders, all of this Indenture is required to be qualified under the HoldersTIA)) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under the Notes. Unless otherwise provided in the related Series Supplement, if holders of Notes evidencing in aggregate not less than 20% of the outstanding principal balance of the Notes of any Series (the “Applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least 6 months preceding the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the form of proxy or other communication which such applicants Applicants propose to transmit, then the Indenture Trustee willTrustee, after having been indemnified by such Applicants for its costs and expenses, shall within five (5) Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Issuer notice that such request has been made within five (5) Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, at its election, either: but in no event more than forty-five (i45) afford such applicants access days prior to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number date of Holders of Notes receipt of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such Applicants’ request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) The Issuer, the Trustee and the Transfer Agent and Registrar shall have the protection of TIA Section 312(c) (if this Indenture is required to be qualified under the TIA). Every Holder of NotesNoteholder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer Issuer, the Trustee, the Transfer Agent and Registrar, nor the Indenture Trustee will any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes Noteholders in accordance with subsection 9.02(b)this Section 4.2, regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b)obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will Trust Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee Trust Administrator as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee Trust Administrator in its capacity as Note Registrar. The Indenture Trustee Trust Administrator may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than [25]% of any Series, Class or Tranche the Outstanding Balance thereof (hereinafter referred to as “applicants”) (or"Applicants"), if there are less than three such Holders, all of the Holders) apply in writing to the Trust Administrator or the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmitNotes, then the Indenture Trustee willTrust Administrator shall, within five [five] Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and Issuer, the Indenture Trustee and the Trust Administrator that neither the Issuer nor Issuer, the Indenture Trustee will nor the Trust Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived. (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, and that the Indenture Trustee will not be held accountable by reason and the Trust Administrator shall have the protection of mailing any material pursuant to a request made under subsection 9.02(bTIA Section 312(c).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 4.1 and the names and addresses of Registered Noteholders Holders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 4.1 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche Noteholders may communicate (hereinafter referred including pursuant to as “applicants”TIA Section 312(b) (or, if there are less than three such Holders, all of this Indenture is required to be qualified under the HoldersTIA)) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under the Notes. Unless otherwise provided in the related Series Supplement, if holders of Notes evidencing in aggregate not less than 20% of the outstanding principal balance of the Notes of any Series (the “Applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least 6 months preceding the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the form of proxy or other communication which such applicants Applicants propose to transmit, then the Indenture Trustee willTrustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall within five (5) Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Issuer notice that such request has been made within five (5) Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, at its election, either: but in no event more than forty-five (i45) afford such applicants access days prior to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number date of Holders of Notes receipt of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such Applicants’ request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) The Issuer, the Trustee and the Transfer Agent and Registrar shall have the protection of TIA Section 312(c) (if this Indenture is required to be qualified under the TIA). Every Holder of NotesNoteholder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer Issuer, the Trustee, the Transfer Agent and Registrar, nor the Indenture Trustee will any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes Noteholders in accordance with subsection 9.02(b)this Section 4.2, regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b)obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 4.1 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 4.1 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche Noteholders may communicate (hereinafter referred including pursuant to as “applicants”TIA Section 312(b) (or, if there are less than three such Holders, all of this Indenture is required to be qualified under the HoldersTIA)) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under the Notes. Unless otherwise provided in the related Series Supplement, if holders of Notes evidencing in aggregate not less than 20% of the outstanding principal balance of the Notes of any Series (the “Applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least 6 months preceding the date of such application, or, if less than 6 months have elapsed from the Closing Date, from the Closing Date to the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the form of proxy or other communication which such applicants Applicants propose to transmit, then the Indenture Trustee willTrustee, after having been indemnified by such Applicants for its costs and expenses, shall within five (5) Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Issuer notice that such request has been made within five (5) Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, at its election, either: but in no event more than forty-five (i45) afford such applicants access days prior to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number date of Holders of Notes receipt of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such Applicants’ request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) The Issuer, the Trustee and the Transfer Agent and Registrar shall have the protection of TIA Section 312(c) (if this Indenture is required to be qualified under the TIA). Every Holder of NotesNoteholder , by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer Issuer, the Trustee, the Transfer Agent and Registrar, nor the Indenture Trustee will any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes Noteholders in accordance with subsection 9.02(b)this Section 4.2, regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b)obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will Trust Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee Trust Administrator as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee Trust Administrator in its capacity as Note Registrar. The Indenture Trustee Trust Administrator may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of any Series, Class or Tranche the Outstanding Balance thereof (hereinafter referred to as “applicantsApplicants”) (or), if there are less than three such Holders, all of the Holders) apply in writing to the Trust Administrator or the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmitNotes, then the Indenture Trustee willTrust Administrator shall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and Issuer, the Indenture Trustee and the Trust Administrator that neither the Issuer nor Issuer, the Indenture Trustee will nor the Trust Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived. (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, and that the Indenture Trustee will not be held accountable by reason and the Trust Administrator shall have the protection of mailing any material pursuant to a request made under subsection 9.02(bTIA Section 312(e).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered the Noteholders contained in the most recent list furnished to the Indenture Trustee Administrator as provided in Section 9.01 7.1 and the names and addresses of Registered Noteholders received by the Indenture Trustee Administrator in its capacity as Note Registrar. The Indenture Trustee Administrator may destroy any list furnished to it as provided in such Section 9.01 7.1 upon receipt of a new list so furnished. (ba) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred Noteholders may communicate pursuant to as “applicants”TIA ss. 312(b) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under such the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes and is accompanied by evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the form current list of proxy Noteholders (whether or other communication which such applicants propose not made pursuant to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aTIA ss. 312(b), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail promptly notify the Administrator thereof by providing to the Administrator a copy of such applicants request and file with the Commission, together with a copy of the material to be mailedlist of Noteholders produced in response thereto. (b) The Issuer, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order Administrator and the renewal Note Registrar shall have the protection of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their applicationTIA ss. 312(c). (c) Every Holder On each Distribution Date the Indenture Administrator shall provide to each Noteholder of Notesrecord as of the related Record Date the information provided by the Administrator to the Indenture Administrator on the related Determination Date pursuant to Section 2.11 of the Administration Agreement. (d) The Indenture Administrator shall furnish to the Noteholders promptly upon receipt of a written request therefor, by receiving duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and holding the same, agrees with the Issuer and any other instruments furnished to the Indenture Trustee that neither under the Issuer nor Basic Documents. The Indenture Administrator shall furnish to the Indenture Noteholders promptly upon receipt thereof from the Owner Trustee will be held accountable by reason notice of any amendment of the disclosure of any such information as Administration Agreement pursuant to the names and addresses Section 8.5 of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b)Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will Trust Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee Trust Administrator as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee Trust Administrator in its capacity as Note Registrar. The Indenture Trustee Trust Administrator may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of any Series, Class or Tranche the Outstanding Balance thereof (hereinafter referred to as “applicantsApplicants”) (or), if there are less than three such Holders, all of the Holders) apply in writing to the Trust Administrator or the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmitNotes, then the Indenture Trustee willTrust Administrator shall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and Issuer, the Indenture Trustee and the Trust Administrator that neither the Issuer nor Issuer, the Indenture Trustee will nor the Trust Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived. (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, and that the Indenture Trustee will not be held accountable by reason and the Trust Administrator shall have the protection of mailing any material pursuant to a request made under subsection 9.02(bTIA Section 3l2(c).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of any Series, Class or Tranche the Outstanding Balance thereof (hereinafter referred to as “applicantsApplicants”) (or), if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmitNotes, then the Indenture Trustee willshall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived, . (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer and that the Indenture Trustee will not be held accountable by reason shall have the protection of mailing any material pursuant to a request made under subsection 9.02(bTIA Section 3l2(c).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Series or Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Series or Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Series or Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Series or Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Series or Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Series or Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Series or Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection Section 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection Section 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered the Noteholders contained in the most recent list furnished to the Indenture Trustee Administrator as provided in Section 9.01 7.1 and the names and addresses of Registered Noteholders received by the Indenture Trustee Administrator in its capacity as Note Registrar. The Indenture Trustee Administrator may destroy any list furnished to it as provided in such Section 9.01 7.1 upon receipt of a new list so furnished. (ba) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred Noteholders may communicate pursuant to as “applicants”TIA § 312(b) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under such the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes and is accompanied by evidencing at least 25% of the Outstanding Amount of the Notes to receive a copy of the form current list of proxy Noteholders (whether or other communication which such applicants propose not made pursuant to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aTIA § 312(b), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail promptly notify the Administrator thereof by providing to the Administrator a copy of such applicants request and file with the Commission, together with a copy of the material to be mailedlist of Noteholders produced in response thereto. (b) The Issuer, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order Administrator and the renewal Note Registrar shall have the protection of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their applicationTIA § 312(c). (c) Every Holder On each Distribution Date the Indenture Administrator shall provide to each Noteholder of Notesrecord as of the related Record Date the information provided by the Administrator to the Indenture Administrator on the related Determination Date pursuant to Section 2.13 of the Administration Agreement. (d) The Indenture Administrator shall furnish to the Noteholders promptly upon receipt of a written request therefor, by receiving duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and holding the same, agrees with the Issuer and any other instruments furnished to the Indenture Trustee that neither under the Issuer nor Basic Documents. The Indenture Administrator shall furnish to the Indenture Noteholders promptly upon receipt thereof from the Owner Trustee will be held accountable by reason notice of any amendment of the disclosure of any such information as Administration Agreement pursuant to the names and addresses Section 8.5 of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b)Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 8.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 8.01 upon receipt of a new list so furnished. (b) If three 3 or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three 3 such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six 6 months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five 5 Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five 5 days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer Issuing Entity and the Indenture Trustee that neither the Issuer Issuing Entity nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b8.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b8.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 901 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 901 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Class series or Tranche class (hereinafter referred to as “"applicants”) (or, if there are less than three such Holders, all of the Holders") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class series or Tranche class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class series or Tranche class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class series or Tranche class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class series or Tranche class or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class series or Tranche class or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class series or Tranche class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(bSection 902(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(bSection 902(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 801 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 801 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three (3) such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSubsection 802(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSubsection 802(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSubsection 802(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(bSubsection 802(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(bSubsection 802(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 8.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 8.01 upon receipt of a new list so furnished. (b) If three 3 or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “"applicants”") (or, if there are less than three 3 such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six 6 months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five 5 Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five 5 days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b8.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b8.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.1 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.1 upon receipt of a new list so furnished. (ba) If three or more Holders of Notes of any Series, Class or Tranche Noteholders may communicate pursuant to TIA (hereinafter referred to as “applicants”S) (or, if there are less than three such Holders, all of the Holders312(b) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under such the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more holders of Notes and is accompanied by evidencing not less than 25% of the Outstanding Amount of the Notes to receive a copy of the form current list of proxy Noteholders (whether or other communication which such applicants propose not made pursuant to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: TIA (iS) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a312(b), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail promptly notify the Administrator thereof by providing to the Administrator a copy of such applicants request and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, list of Noteholders produced in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaringresponse thereto. (b) The Issuer, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal Note Registrar shall have the protection of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their applicationTIA (S) 312(c). (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and On each Distribution Date the Indenture Trustee that neither shall provide to each Noteholder of record as of the Issuer nor related Record Date the information provided by the Administrator to the Indenture Trustee will be held accountable by reason on the related Determination Date pursuant to Section 2.9 of the disclosure of any such information as Administration Agreement. (d) The Indenture Trustee shall furnish to the names Noteholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that any other instruments furnished to the Indenture Trustee will not be held accountable by reason under the Basic Documents. The Indenture Trustee shall furnish to the Noteholders promptly upon receipt thereof from the Eligible Lender Trustee notice of mailing any material amendment of the Administration Agreement pursuant to a request made under subsection 9.02(b)Section 8.5 of the Administration Agreement.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders upon written request of three or more Noteholders or one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by a Noteholder to receive a copy of the current list of Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders in response thereto. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred Noteholders may communicate pursuant to as “applicants”TIA § 312(b) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either:Notes. (ic) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such informationThe Issuer, the Indenture Trustee shalland the Note Registrar shall have the protection of TIA § 312(c). (d) Not later than the fifth business day of each calendar month (or, upon if such day is not a Business Day, the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aimmediately following Business Day), a copy of the form of proxy or other communication which is specified beginning in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tenderJune 2022, the Indenture Trustee shall mail provide to such applicants BMW FS and file the Depositor a notice with the Commission, together with respect to any written requests received by a copy Responsible Officer of the material to be mailed, Indenture Trustee from a written statement to Noteholder during the effect thatimmediately preceding calendar month (or, in the opinion case of the Indenture Trusteeinitial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or at such mailing would other address or by such other means of communication as may be contrary specified by BMW FS to the best interests of Indenture Trustee from time to time; and (ii) to the Holders of Notes of such SeriesDepositor at: BMW FS Securities LLC, Class or Tranche or all Noteholders▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, as the case may be▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or would at such other address or by such other means of communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Exchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in violation good faith for delivery of applicable law. Such written statement will specify information under these provisions on the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any evolving interpretations of such objections or ifrule. The Indenture Trustee shall cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, after in each case in its possession, necessary to permit BMW FS and the entry of an order sustaining one or more Depositor to comply with the provisions of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their applicationrule. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 801 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 801 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “"applicants”") (or, if there are less than three (3) such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSubsection 802(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSubsection 802(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSubsection 802(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(bSubsection 802(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(bSubsection 802(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 8.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 8.01 upon receipt of a new list so furnished. (b) If three 3 or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three 3 such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six 6 months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five 5 Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee Note Registrar will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee Note Registrar as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee Note Registrar in its capacity as Note Registrar. The Indenture Trustee Note Registrar may destroy any list furnished to it as provided in pursuant to Section 9.01 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Note Registrar and/or the Indenture Trustee, and furnish to the Note Registrar and/or the Indenture Trustee Trustee, as the case may be, reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Note Registrar and/or the Indenture Trustee Trustee, as the case may be, will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee Note Registrar in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee Note Registrar in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Note Registrar and/or the Indenture Trustee Trustee, as the case may be, shall elect not to afford such applicants access to such information, the Note Registrar and/or the Indenture Trustee Trustee, as the case may be, shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Note Registrar and/or the Indenture Trustee Trustee, as the case may be, in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Note Registrar and/or the Indenture Trustee Trustee, as the case may be, of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Note Registrar and/or the Indenture Trustee Trustee, as the case may be, shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Note Registrar or the Indenture Trustee, as the case may be, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Note Registrar and/or the Indenture Trustee Trustee, as the case may be, will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Note Registrar and/or the Indenture Trustee Trustee, as the case may be, will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer Issuer, the Note Registrar and the Indenture Trustee that neither none of the Issuer nor Issuer, the Note Registrar or the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Note Registrar and the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will Note Registrar shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of any Series, Class or Tranche the Outstanding Balance thereof (hereinafter referred to as “applicantsApplicants”) (or), if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmitNotes, then the Indenture Trustee willshall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived. (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, and that the Indenture Trustee will not be held accountable by reason and the Note Registrar shall have the protection of mailing any material pursuant to a request made under subsection 9.02(bTIA Section 3l2(c).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of any Series, Class or Tranche the Outstanding Balance thereof (hereinafter referred to as “applicants”) (or"Applicants"), if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmitNotes, then the Indenture Trustee willshall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived, . (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer and that the Indenture Trustee will not be held accountable by reason shall have the protection of mailing any material pursuant to a request made under subsection 9.02(bTIA Section 312(c).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders upon written request of three or more Noteholders or one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by a Noteholder to receive a copy of the current list of Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders in response thereto. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred Noteholders may communicate pursuant to as “applicants”TIA § 312(b) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either:Notes. (ic) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such informationThe Issuer, the Indenture Trustee shalland the Note Registrar shall have the protection of TIA § 312(c). (d) Not later than the fifth business day of each calendar month (or, upon if such day is not a Business Day, the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aimmediately following Business Day), a copy of the form of proxy or other communication which is specified beginning in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tenderMarch 2025, the Indenture Trustee shall mail provide to such applicants BMW FS and file the Depositor a notice with the Commission, together with respect to any written requests received by a copy Responsible Officer of the material to be mailed, Indenture Trustee from a written statement to Noteholder during the effect thatimmediately preceding calendar month (or, in the opinion case of the Indenture Trusteeinitial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or at such mailing would other address or by such other means of communication as may be contrary specified by BMW FS to the best interests of Indenture Trustee from time to time; and (ii) to the Holders of Notes of such SeriesDepositor at: BMW FS Securities LLC, Class or Tranche or all Noteholders▇▇▇ ▇▇▇ ▇▇▇▇▇, as the case may be▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or would at such other address or by such other means of communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Exchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in violation good faith for delivery of applicable law. Such written statement will specify information under these provisions on the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any evolving interpretations of such objections or ifrule. The Indenture Trustee shall cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, after in each case in its possession, necessary to permit BMW FS and the entry of an order sustaining one or more Depositor to comply with the provisions of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their applicationrule. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “"applicants”") (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 7.01 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “"applicants”) (or, if there are less than three such Holders, all of the Holders") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such the Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee willshall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a)Subsection (a) of this Section, or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a)Subsection (a) of this Section, and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, Noteholder whose names name and addresses address appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a)Subsection (a) of this Section, a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision provisions for the payment, of the reasonable expenses of mailing, unless, mailing unless within five days after such tender, tender the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will shall mail copies of such material to all Registered such Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will shall be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer Trust and the Indenture Trustee that neither the Issuer Trust nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)Subsection (b) of this Section, regardless of the source from which such information was derived, and that the Indenture Trustee will shall not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b)Subsection (b) of this Section.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders upon written request of three or more Noteholders or one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by a Noteholder to receive a copy of the current list of Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders in response thereto. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred Noteholders may communicate pursuant to as “applicants”TIA § 312(b) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either:Notes. (ic) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such informationThe Issuer, the Indenture Trustee shalland the Note Registrar shall have the protection of TIA § 312(c). (d) Not later than the fifth business day of each calendar month (or, upon if such day is not a Business Day, the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aimmediately following Business Day), a copy of the form of proxy or other communication which is specified beginning in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tenderAugust 2023, the Indenture Trustee shall mail provide to such applicants BMW FS and file the Depositor a notice with the Commission, together with respect to any written requests received by a copy Responsible Officer of the material to be mailed, Indenture Trustee from a written statement to Noteholder during the effect thatimmediately preceding calendar month (or, in the opinion case of the Indenture Trusteeinitial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or at such mailing would other address or by such other means of communication as may be contrary specified by BMW FS to the best interests of Indenture Trustee from time to time; and (ii) to the Holders of Notes of such SeriesDepositor at: BMW FS Securities LLC, Class or Tranche or all Noteholders▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, as the case may be▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or would at such other address or by such other means of communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Exchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in violation good faith for delivery of applicable law. Such written statement will specify information under these provisions on the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any evolving interpretations of such objections or ifrule. The Indenture Trustee shall cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, after in each case in its possession, necessary to permit BMW FS and the entry of an order sustaining one or more Depositor to comply with the provisions of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their applicationrule. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders upon written request of three or more Noteholders or one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by a Noteholder to receive a copy of the current list of Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders in response thereto. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred Noteholders may communicate pursuant to as “applicants”TIA § 312(b) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either:Notes. (ic) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such informationThe Issuer, the Indenture Trustee shalland the Note Registrar shall have the protection of TIA § 312(c). (d) Not later than the fifth business day of each calendar month (or, upon if such day is not a Business Day, the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aimmediately following Business Day), a copy of the form of proxy or other communication which is specified beginning in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tenderAugust 2020, the Indenture Trustee shall mail provide to such applicants BMW FS and file the Depositor a notice with the Commission, together with respect to any written requests received by a copy Responsible Officer of the material to be mailed, Indenture Trustee from a written statement to Noteholder during the effect thatimmediately preceding calendar month (or, in the opinion case of the Indenture Trusteeinitial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or at such mailing would other address or by such other means of communication as may be contrary specified by BMW FS to the best interests of Indenture Trustee from time to time; and (ii) to the Holders of Notes of such SeriesDepositor at: BMW FS Securities LLC, Class or Tranche or all Noteholders▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, as the case may be▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or would at such other address or by such other means of communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Exchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in violation good faith for delivery of applicable law. Such written statement will specify information under these provisions on the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any evolving interpretations of such objections or ifrule. The Indenture Trustee shall cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, after in each case in its possession, necessary to permit BMW FS and the entry of an order sustaining one or more Depositor to comply with the provisions of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their applicationrule. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If three or more Noteholders, or one or more Holders of Notes evidencing not less than 25% of any Series, Class or Tranche the Outstanding Amount thereof (hereinafter referred to as “applicantsApplicants”) (or), if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmitNotes, then the Indenture Trustee willshall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived, . (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer and that the Indenture Trustee will not be held accountable by reason shall have the protection of mailing any material pursuant to a request made under subsection 9.02(bTIA Section 312(c).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 901 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 901 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Seriesseries, Class class or Tranche tranche (hereinafter referred to as “"applicants”") (or, if there are less than three such Holders, all of the Holders) , apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Seriesseries, Class class or Tranche tranche for a period of at least six (6) months preceding the date of such application, and such application states that the such applicants desire to communicate with other Holders of Notes of such Seriesseries, Class class or Tranche tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Seriesseries, Class class or Tranche tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Seriesseries, Class class or Tranche tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days Business Days after such tender, the Indenture Trustee shall mail to such applicants and and, if after qualification in accordance with the Trust Indenture Act has become effective as to this Indenture, file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Seriesseries, Class class or Tranche tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Seriesseries, Class class or Tranche tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(bSection 902(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(bSection 902(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders upon written request of three or more Noteholders or one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by a Noteholder to receive a copy of the current list of Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders in response thereto. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred Noteholders may communicate pursuant to as “applicants”TIA § 312(b) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either:Notes. (ic) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such informationThe Issuer, the Indenture Trustee shalland the Note Registrar shall have the protection of TIA § 312(c). (d) Not later than the fifth business day of each calendar month (or, upon if such day is not a Business Day, the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aimmediately following Business Day), a copy of the form of proxy or other communication which is specified beginning in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tenderOctober 2019, the Indenture Trustee shall mail provide to such applicants BMW FS and file the Depositor a notice with the Commission, together with respect to any written requests received by a copy Responsible Officer of the material to be mailed, Indenture Trustee from a written statement to Noteholder during the effect thatimmediately preceding calendar month (or, in the opinion case of the Indenture Trusteeinitial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or at such mailing would other address or by such other means of communication as may be contrary specified by BMW FS to the best interests of Indenture Trustee from time to time; and (ii) to the Holders of Notes of such SeriesDepositor at: BMW FS Securities LLC, Class or Tranche or all Noteholders▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, as the case may be▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or would at such other address or by such other means of communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Exchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in violation good faith for delivery of applicable law. Such written statement will specify information under these provisions on the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any evolving interpretations of such objections or ifrule. The Indenture Trustee shall cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, after in each case in its possession, necessary to permit BMW FS and the entry of an order sustaining one or more Depositor to comply with the provisions of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their applicationrule. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 901 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 901 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Class series or Tranche class (hereinafter referred to as “"applicants”) (or, if there are less than three such Holders, all of the Holders") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class series or Tranche class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class series or Tranche class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class series or Tranche class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class series or Tranche class or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class series or Tranche class or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class series or Tranche class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(bSection 902(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(bSection 902(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Class series or Tranche class (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class series or Tranche class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class series or Tranche class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee willshall, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class series or Tranche class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class series or Tranche class or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class series or Tranche class or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will shall mail copies of such material to all Registered Noteholders of such Series, Class series or Tranche class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will shall be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection Section 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will shall not be held accountable by reason of mailing any material pursuant to a request made under subsection Section 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 4.1 and the names and addresses of Registered Noteholders Holders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 4.1 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to Noteholders may communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under the Notes. Unless otherwise provided in the related Series Supplement, if holders of Notes evidencing in aggregate not less than 20% of the outstanding principal balance of the Notes of any Series (the “Applicants”) apply in writing to the Trustee, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the form of proxy or other communication which such applicants Applicants propose to transmit, then the Indenture Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall within 5 Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee will, and shall give the Servicer notice that such request has been made within five Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, at its election, either: (i) afford such applicants access but in no event more than 45 days prior to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number date of Holders of Notes receipt of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such Applicants’ request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesNoteholder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer Issuer, the Trustee, the Transfer Agent and Registrar, nor the Indenture Trustee will any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes Noteholders in accordance with subsection 9.02(b)this Section 4.2, regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b)obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders upon written request of three or more Noteholders or one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by a Noteholder to receive a copy of the current list of Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders in response thereto. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred Noteholders may communicate pursuant to as “applicants”TIA § 312(b) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either:Notes. (ic) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such informationThe Issuer, the Indenture Trustee shalland the Note Registrar shall have the protection of TIA § 312(c). (d) Not later than the fifth business day of each calendar month (or, upon if such day is not a Business Day, the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aimmediately following Business Day), a copy of the form of proxy or other communication which is specified beginning in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tenderFebruary 2018, the Indenture Trustee shall mail provide to such applicants BMW FS and file the Depositor a notice with the Commission, together with respect to any written requests received by a copy Responsible Officer of the material to be mailed, Indenture Trustee from a written statement to Noteholder during the effect thatimmediately preceding calendar month (or, in the opinion case of the Indenture Trusteeinitial notice, since the Closing Date) that any Receivable or Financed Vehicle be repurchased. Such notices shall be provided (i) to BMW FS at: BMW Financial Services NA, LLC at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, (telecopier no. (201) 307‑9286), Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or at such mailing would other address or by such other means of communication as may be contrary specified by BMW FS to the best interests of Indenture Trustee from time to time; and (ii) to the Holders of Notes of such SeriesDepositor at: BMW FS Securities LLC, Class or Tranche or all Noteholders▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, as the case may be▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, E-mail: ▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or would at such other address or by such other means of communication as may be specified by the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this subsection is to facilitate compliance by BMW FS and the Depositor with Rule 15Ga-1 under the Exchange Act. The Indenture Trustee agrees to comply with reasonable requests made by BMW FS and the Depositor in violation good faith for delivery of applicable law. Such written statement will specify information under these provisions on the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any evolving interpretations of such objections or ifrule. The Indenture Trustee shall cooperate fully with all reasonable requests of BMW FS and the Depositor to deliver any and all records and any other information, after in each case in its possession, necessary to permit BMW FS and the entry of an order sustaining one or more Depositor to comply with the provisions of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their applicationrule. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commissionapplicants, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 8.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 8.01 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three 3 such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six 6 months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees will be deemed to have agreed with the Issuer Issuing Entity and the Indenture Trustee that neither the Issuer Issuing Entity nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b8.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b8.02(b). (d) In addition to the foregoing provisions of this Section 8.02, requests by Noteholders or Certified Note Owners of Notes that were issued publicly pursuant to a shelf registration statement on Commission Form SF-3 to communicate with other Noteholders or Note Owners with respect to the exercise of rights under the Indenture, the other Transaction Documents or the Notes, shall be included on the Form 10-D filing by the Issuing Entity with respect to the Monthly Period during which the request was received and may include, but shall be limited to: (i) the name of the Noteholder or Note Owner making the request, (ii) the date the request was received, (iii) a statement to the effect that the Issuing Entity has received a request from such Noteholder or Note Owner who is interested in communicating with other Noteholders or Note Owners with regard to the possible exercise of rights under the Indenture, the Transaction Documents or the Notes and (iv) a description of the method other Noteholders or Note Owners may use to contact the requesting Noteholder or Note Owner, in accordance with the terms and provisions of Section 13.07.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Series or Class or Tranche (hereinafter referred to as “"applicants”) (or, if there are less than three such Holders, all of the Holders") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Series or Class or Tranche for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Series or Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee willshall, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Series or Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Series or Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Series or Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will shall mail copies of such material to all Registered Noteholders of such Series, Series or Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will shall be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection Section 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will shall not be held accountable by reason of mailing any material pursuant to a request made under subsection Section 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 8.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 8.01 upon receipt of a new list so furnished. (b) If three 3 or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three 3 such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six 6 months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five 5 Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five 5 days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer Issuing Entity and the Indenture Trustee that neither the Issuer Issuing Entity nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b8.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b8.02(b). (d) In addition to the foregoing provisions of this Section 8.02, requests by Noteholders or Certified Note Owners of Notes that were issued publicly pursuant to a shelf registration statement on Commission Form SF-3 to communicate with other Noteholders or Note Owners with respect to the exercise of rights under the Indenture, the other Transaction Documents or the Notes, shall be included on the Form 10-D filing by the Issuing Entity with respect to the Monthly Period during which the request was received and may include, but shall be limited to: (i) the name of the Noteholder or Note Owner making the request, (ii) the date the request was received, (iii) a statement to the effect that the Issuing Entity has received a request from such Noteholder or Note Owner who is interested in communicating with other Noteholders or Note Owners with regard to the possible exercise of rights under the Indenture, the Transaction Documents or the Notes and (iv) a description of the method other Noteholders or Note Owners may use to contact the requesting Noteholder or Note Owner, in accordance with the terms and provisions of Section 13.07.

Preservation of Information; Communications to Noteholders. (a1) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 701 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 701 upon receipt of a new list so furnished. (b2) If three or more Holders of Notes of any Series, Class or Tranche Noteholders (hereinafter herein referred to as “"applicants”) (or, if there are less than three such Holders, all of the Holders") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under such the Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee willshall, within five Business Days business days after the receipt of such application, at its election, either: (ia) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 702(1), or (iib) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, Noteholders whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), 49 55 Section 702(1) and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names name and addresses appear address appears in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), Section 702(1) a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, unless within five days after such tender, tender the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests interest of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, Noteholders or would be in violation of applicable law. Such written statement will shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filedfiled and, on notice to the Trustee, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will shall mail copies of such material to all Registered such Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to by such applicants respecting of their applicationapplications. (c3) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer Company and the Indenture Trustee that neither the Issuer Company nor the Indenture Trustee will nor any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes Noteholders in accordance with subsection 9.02(bSection 702(2), regardless of the source from which such information was derived, and that the Indenture Trustee will shall not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(bSection 702(2).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 8.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 8.01 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “"applicants”") (or, if there are less than three (3) such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a8.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b8.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b8.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 4.1 and the names and addresses of Registered Noteholders Holders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 4.1 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche Noteholders may communicate (hereinafter referred including pursuant to as “applicants”TIA Section 312(b) (or, if there are less than three such Holders, all of this Indenture is required to be qualified under the HoldersTIA)) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under the Notes. Unless otherwise provided in the related Series Supplement, if holders of Notes evidencing in aggregate not less than 20% of the outstanding principal balance of the Notes of any Series (the "Applicants") apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least 6 months preceding the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the form of proxy or other communication which such applicants Applicants propose to transmit, then the Indenture Trustee willTrustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall within five (5) Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Servicer notice that such request has been made within five (5) Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, at its election, either: but in no event more than forty five (i45) afford such applicants access days prior to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number date of Holders of Notes receipt of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such Applicants' request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) The Issuer, the Trustee and the Transfer Agent and Registrar shall have the protection of TIA Section 312(c) (if this Indenture is required to be qualified under the TIA). Every Holder of NotesNoteholder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer Issuer, the Trustee, the Transfer Agent and Registrar, nor the Indenture Trustee will any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes Noteholders in accordance with subsection 9.02(b)this Section 4.2, regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b)obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If either Insurer, three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of any Series, Class or Tranche the Outstanding Balance thereof (hereinafter referred to as “applicantsApplicants”) (or), if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmitNotes, then the Indenture Trustee willshall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived, . (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer and that the Indenture Trustee will not be held accountable by reason shall have the protection of mailing any material pursuant to a request made under subsection 9.02(bTIA Section 312(c).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than [ ]% of any Series, Class or Tranche the Outstanding Amount thereof (hereinafter referred to as “applicantsApplicants”) (or), if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such the Notes and such application is accompanied by a copy of the form of proxy or other communication which that such applicants Applicants propose to transmit, then the Indenture Trustee willshall, within five [ ] Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived. (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, and that the Indenture Trustee will not be held accountable by reason and the Note Registrar shall have the protection of mailing any material pursuant to a request made under subsection 9.02(bTIA Section 312(c).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of any Series, Class or Tranche the Outstanding Amount thereof (hereinafter referred to as “applicants”) (or"Applicants"), if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmitNotes, then the Indenture Trustee willshall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived, . (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer and that the Indenture Trustee will not be held accountable by reason shall have the protection of mailing any material pursuant to a request made under subsection 9.02(bTIA Section 312(c).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 4.1 and the names and addresses of Registered Noteholders Holders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 4.1 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred Noteholders may communicate pursuant to as “applicants”TIA Section 312(b) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under the Notes. Unless otherwise provided in the related Series Supplement, if holders of Notes evidencing in aggregate not less than 20% of the outstanding principal balance of the Notes of any Series (the "Applicants") apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least 6 months preceding the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the form of proxy or other communication which such applicants Applicants propose to transmit, then the Indenture Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall within 5 Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee will, and shall give the Servicer notice that such request has been made within five Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, at its election, either: (i) afford such applicants access but in no event more than 45 days prior to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number date of Holders of Notes receipt of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such Applicants' request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) The Issuer, the Trustee and the Transfer Agent and Registrar shall have the protection of TIA Section 312(c). Every Holder of NotesNoteholder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer Trust, the Trustee, the Transfer Agent and Registrar, nor the Indenture Trustee will any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes Noteholders in accordance with subsection 9.02(b)this Section 4.2, regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b)obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 upon receipt of a new list so furnished.. 68 MASTER INDENTURE (b) If three (3) or more Holders of Notes of any Series, Series or Class or Tranche (hereinafter referred to as “"applicants”) (or, if there are less than three such Holders, all of the Holders") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Series or Class or Tranche for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Series or Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee willshall, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Series or Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Series or Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection Section 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Series or Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will shall mail copies of such material to all Registered Noteholders of such Series, Series or Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will shall be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the 69 MASTER INDENTURE names and addresses of the Holders of Notes in accordance with subsection Section 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will shall not be held accountable by reason of mailing any material pursuant to a request made under subsection Section 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 901 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 901 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Class series or Tranche class (hereinafter referred to as “"applicants”) (or, if there are less than three such Holders, all of the Holders") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class series or Tranche class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class series or Tranche class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), oror 57 (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class series or Tranche class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class series or Tranche class or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class series or Tranche class or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class series or Tranche class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(bSection 902(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(bSection 902(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of any Series, Class or Tranche the Outstanding Balance thereof (hereinafter referred to as “applicantsApplicants”) (or), if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmitNotes, then the Indenture Trustee willshall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names names, addresses and addresses taxpayer identification numbers of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section SECTION 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section SECTION 9.01 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Class series or Tranche class (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders"APPLICANTS") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class series or Tranche class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class series or Tranche class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection SECTION 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class series or Tranche class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection SECTION 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class series or Tranche class or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection SECTION 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class series or Tranche class or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class series or Tranche class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection SECTION 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection SECTION 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commissionapplicants, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application.opinion.‌ (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 901 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 901 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Seriesseries, Class class or Tranche tranche (hereinafter referred to as “"applicants”) (or, if there are less than three such Holders, all of the Holders") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Seriesseries, Class class or Tranche tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Seriesseries, Class class or Tranche tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Seriesseries, Class class or Tranche tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall will elect not to afford such applicants access to such information, the Indenture Trustee shallwill, upon the written request of such applicants, mail to each Holder of a Registered Note of such Seriesseries, Class class or Tranche tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall will mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Seriesseries, Class class or Tranche tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall will enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall will find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall will enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Seriesseries, Class class or Tranche tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(bSection 902(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(bSection 902(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 901 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 901 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Seriesseries, Class class or Tranche tranche (hereinafter referred to as “"applicants”) (or, if there are less than three such Holders, all of the Holders") apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Seriesseries, Class class or Tranche tranche for a period of at least six months preceding the date of such application, and such application states that the 107 applicants desire to communicate with other Holders of Notes of such Seriesseries, Class class or Tranche tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Seriesseries, Class class or Tranche tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall will elect not to afford such applicants access to such information, the Indenture Trustee shallwill, upon the written request of such applicants, mail to each Holder of a Registered Note of such Seriesseries, Class class or Tranche tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(aSection 902(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall will mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Seriesseries, Class class or Tranche tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall will enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall will find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall will enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Seriesseries, Class class or Tranche tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(bSection 902(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(bSection 902(b).

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 ARTICLE 4 and the names and addresses of Registered Noteholders Holders received by the Indenture Trustee in its capacity as Note Transfer Agent and Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 such ARTICLE 4 upon receipt of a new list so furnished. (b) If three or more Holders of Notes of any Series, Class or Tranche Noteholders may communicate (hereinafter referred including pursuant to as “applicants”TIA Section 312(b) (or, if there are less than three such Holders, all of this Indenture is required to be qualified under the HoldersTIA)) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes Noteholders with respect to their rights under this Indenture or under the Notes. Unless otherwise provided in the related Series Supplement, if Holders of Notes evidencing in aggregate not less than 20% of the outstanding principal balance of the Notes of any Series (the “Applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Note for a period of at least six (6) months preceding the date of such application, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the form of proxy or other communication which such applicants Applicants propose to transmit, then the Indenture Trustee willTrustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall within five (5) Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Master Trust Administrator notice that such request has been made within five (5) Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, at its election, either: (i) afford such applicants access but in no event more than 45 days prior to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number date of Holders of Notes receipt of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such Applicants’ request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) The Issuer, the Trustee and the Transfer Agent and Registrar shall have the protection of TIA Section 312(c) (if this Indenture is required to be qualified under the TIA). Every Holder of NotesNoteholder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer Issuer, the Trustee, the Transfer Agent and Registrar, nor the Indenture Trustee will any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes Noteholders in accordance with subsection 9.02(b)this Section 4.2, regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b)obtained.

Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 7.01 and the names and addresses of Registered Noteholders Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 9.01 7.01 upon receipt of a new list so furnished. (b) . If three or more Noteholders, or one or more Holders of a Class of Notes evidencing not less than 25% of any Series, Class or Tranche the Outstanding Balance thereof (hereinafter referred to as “applicantsApplicants”) (or), if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six months preceding the date of such application, and such application states that the applicants Applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes holders with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmitNotes, then the Indenture Trustee willshall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access Applicants access, during normal business hours, to the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), or (ii) inform such applicants as to the approximate number current list of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such applicationHolders. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of NotesHolder, by receiving and holding the samea Note, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b)under this Indenture, regardless of the source from which such information was derived, . (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer and that the Indenture Trustee will not be held accountable by reason shall have the protection of mailing any material pursuant to a request made under subsection 9.02(bTIA Section 312(c).