FOR PAYMENT
SHALL BE LEGAL TENDER FOR THE PAYMENT OF PUBLIC AND PRIVATE DEBTS.
EXCEPT AS
SET FORTH IN ANY SUPPLEMENT, ALL INTEREST PAYABLE ON THE NOTES SHALL BE COMPUTED
ON THE BASIS OF A YEAR OF 360 DAYS FOR THE ACTUAL NUMBER OF DAYS (INCLUDING THE
FIRST BUT EXCLUDING THE LAST DAY) ELAPSED.
NOTWITHSTANDING THE FOREGOING OR ANY
PROVISION IN ANY NOTE TO THE CONTRARY, IF SO REQUESTED BY THE REGISTERED HOLDER
OF ANY NOTE BY WRITTEN NOTICE TO THE INDENTURE TRUSTEE RECEIVED BY THE INDENTURE
TRUSTEE AT LEAST 5 BUSINESS DAYS PRIOR TO THE PAYMENT DATE, ALL AMOUNTS PAYABLE
TO SUCH REGISTERED HOLDER MAY BE PAID EITHER (I) BY CREDITING THE AMOUNT TO BE
DISTRIBUTED TO SUCH REGISTERED HOLDER TO AN ACCOUNT MAINTAINED BY SUCH
REGISTERED HOLDER WITH THE INDENTURE TRUSTEE OR BY TRANSFERRING SUCH AMOUNT BY
WIRE TO SUCH OTHER BANK IN THE UNITED STATES, INCLUDING A FEDERAL RESERVE BANK,
AS SHALL HAVE BEEN SPECIFIED IN SUCH NOTICE, FOR CREDIT TO THE ACCOUNT OF SUCH
REGISTERED HOLDER MAINTAINED AT SUCH BANK, OR (II) BY MAILING A CHECK TO SUCH
ADDRESS AS SUCH HOLDER SHALL HAVE SPECIFIED IN SUCH NOTICE, IN EITHER CASE
WITHOUT ANY PRESENTMENT OR SURRENDER OF SUCH NOTE TO THE INDENTURE TRUSTEE AT
THE CORPORATE TRUST OFFICE OF THE INDENTURE TRUSTEE.
(C)
EXCEPT AS OTHERWISE SET FORTH IN A SUPPLEMENT, ANY NOTE IS
TRANSFERABLE ONLY UPON THE SURRENDER TO THE INDENTURE TRUSTEE OF SUCH NOTE
TOGETHER WITH (I) AN ASSIGNMENT (EXECUTED BY THE EXISTING HOLDER OR ITS DULY
AUTHORIZED ATTORNEY) IN FORM REASONABLY SATISFACTORY TO THE INDENTURE TRUSTEE
AND (II) THE DOCUMENTS REQUIRED PURSUANT TO SECTIONS 205(E), (F) AND (G)
HEREOF.
UPON SATISFACTION OF THE REQUIREMENTS SET FORTH IN THE PRECEDING
SENTENCE, EACH HOLDER OF A NOTE SHALL HAVE THE RIGHT, UPON SURRENDER OF SUCH
NOTE TO THE INDENTURE TRUSTEE, TO REQUIRE A NEW NOTE OR NOTES OF THE SAME SERIES
AND CLASS TO BE ISSUED TO IT OR TO A PROSPECTIVE HOLDER, IN A MINIMUM
DENOMINATION OF THE LESSER OF (X) $1,000,000 (OR SUCH OTHER AMOUNT AS SHALL BE
SET FORTH IN THE RELATED SUPPLEMENT) OR (Y) THE ENTIRE PRINCIPAL BALANCE OF THE
NOTE BEING SURRENDERED, IN SUBSTITUTION OF THE NOTE BEING SURRENDERED.
(D)
ANY SERVICE CHARGE MADE OR EXPENSE INCURRED BY THE INDENTURE
TRUSTEE FOR ANY
SUCH REGISTRATION, DISCHARGE FROM REGISTRATION OR EXCHANGE
REFERRED TO IN THIS SECTION 205 SHALL BE PAID BY THE NOTEHOLDER.
THE INDENTURE
TRUSTEE OR THE ISSUER MAY REQUIRE PAYMENT BY THE HOLDER OF A SUM SUFFICIENT TO
COVER ANY TAX, EXPENSE OR OTHER GOVERNMENTAL CHARGE PAYABLE IN CONNECTION
THEREWITH.
(E)
EACH PROSPECTIVE INITIAL NOTEHOLDER ACQUIRING A NOTE, EACH
PROSPECTIVE OWNER ACQUIRING A NOTE AND EACH PROSPECTIVE OWNER (OR TRANSFEREE
THEREOF) OF A BENEFICIAL INTEREST IN NOTES ACQUIRING SUCH BENEFICIAL INTEREST
SHALL REPRESENT AND WARRANT IN WRITING TO THE INDENTURE TRUSTEE, THE ISSUER, THE
SERVICER AND ANY SUCCESSOR SERVICER THAT ONE OF THE FOLLOWING STATEMENTS IS TRUE
AND CORRECT: (I) THE PURCHASER IS NOT AN "EMPLOYEE BENEFIT PLAN" WITHIN