204.
CERTIFICATE OF AUTHENTICATION.
NO NOTES SHALL BE SECURED HEREBY
OR ENTITLED TO THE BENEFIT HEREOF OR SHALL BE OR BECOME VALID OR OBLIGATORY FOR
ANY PURPOSE UNLESS THERE SHALL BE ENDORSED THEREON A CERTIFICATE OF
AUTHENTICATION BY THE INDENTURE TRUSTEE, SUBSTANTIALLY IN THE FORM SET FORTH IN
THE FORM OF NOTE ATTACHED TO THE RELATED SUPPLEMENT.
SUCH CERTIFICATE OF
AUTHENTICATION ON ANY NOTE ISSUED BY THE ISSUER SHALL BE CONCLUSIVE EVIDENCE AND
THE ONLY COMPETENT EVIDENCE THAT IT HAS BEEN DULY AUTHENTICATED AND DELIVERED
HEREUNDER.
At the written direction of the Issuer, the Indenture Trustee shall authenticate
and deliver the Notes.
It shall not be necessary that the same Authorized
Signatory of the Indenture Trustee execute the certificate of authentication on
each of the Notes.
SECTION 205.
REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE OF NOTES.
(A)
THE INDENTURE TRUSTEE SHALL KEEP AT ITS CORPORATE TRUST OFFICE BOOKS FOR
THE REGISTRATION AND TRANSFER OF THE NOTES (THE "NOTE REGISTER").
THE ISSUER
HEREBY APPOINTS THE INDENTURE TRUSTEE AS ITS REGISTRAR AND TRANSFER AGENT TO
KEEP SUCH BOOKS AND MAKE SUCH REGISTRATIONS AND TRANSFERS AS ARE HEREINAFTER SET
FORTH IN THIS SECTION 205 AND ALSO AUTHORIZES AND DIRECTS THE INDENTURE TRUSTEE
TO PROVIDE A COPY OF SUCH REGISTRATION RECORD TO THE ADMINISTRATIVE AGENT, THE
ISSUER AND THE SELLER UPON REQUEST.
THE NAMES AND ADDRESSES OF THE HOLDERS OF
ALL NOTES AND ALL TRANSFERS OF, AND THE NAMES AND ADDRESSES OF THE TRANSFEREE
OF, ALL NOTES WILL BE REGISTERED IN SUCH NOTE REGISTER.
THE PERSON IN WHOSE
NAME ANY NOTE IS REGISTERED SHALL BE DEEMED AND TREATED AS THE OWNER AND HOLDER
THEREOF FOR ALL PURPOSES OF THIS INDENTURE, AND THE INDENTURE TRUSTEE, THE
RELATED SERIES ENHANCER AND THE ISSUER SHALL NOT BE AFFECTED BY ANY NOTICE OR
KNOWLEDGE TO THE CONTRARY.
IF A PERSON OTHER THAN THE INDENTURE TRUSTEE IS
APPOINTED BY THE ISSUER TO MAINTAIN THE NOTE REGISTER, THE ISSUER WILL GIVE THE
INDENTURE TRUSTEE AND THE ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF SUCH
APPOINTMENT AND OF THE LOCATION, AND ANY CHANGE IN THE LOCATION, OF THE
SUCCESSOR NOTE REGISTRAR, AND THE INDENTURE TRUSTEE, THE ISSUER, THE SERVICER
AND THE RELATED SERIES ENHANCER SHALL HAVE THE RIGHT TO INSPECT THE NOTE
REGISTER AT ALL REASONABLE TIMES AND TO OBTAIN COPIES THEREOF, AND THE INDENTURE
TRUSTEE SHALL HAVE THE RIGHT TO RELY UPON A CERTIFICATE EXECUTED ON BEHALF OF
THE NOTE REGISTRAR BY AN OFFICER THEREOF AS TO THE NAMES AND ADDRESSES OF THE
NOTEHOLDERS AND THE PRINCIPAL AMOUNTS AND NUMBER OF SUCH NOTES.
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(B)
PAYMENTS OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON ANY NOTE
SHALL BE
PAYABLE ON EACH PAYMENT DATE ONLY TO THE REGISTERED HOLDER THEREOF ON
THE RECORD DATE IMMEDIATELY PRECEDING SUCH PAYMENT DATE.
THE PRINCIPAL OF,
PREMIUM, IF ANY, AND INTEREST ON EACH NOTE SHALL BE PAYABLE AT THE CORPORATE
TRUST OFFICE OF THE INDENTURE TRUSTEE IN IMMEDIATELY AVAILABLE FUNDS IN SUCH
COIN OR CURRENCY OF THE UNITED STATES OF AMERICA AS AT THE TIME