Common use of Book-Entry Notes Clause in Contracts

Book-Entry Notes. Except as provided in Section 2.13, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes (other than any Retained Notes), upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be such Notes registered initially or from time to time on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon written instructions or directions of Holders of Notes (or Holders of Notes of any Class thereof, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount principal amount of the Controlling SecuritiesNotes or any Class of Notes Outstanding, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Book‑Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Book‑Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless 2.12, and unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book‑Entry Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the such Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of such Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued in respect of the Book-Entry Notes pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry book‑entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the Outstanding Amount of the Notes (or the Controlling Class of Notes) evidencing a specified percentage of the Outstanding Amount of the Notes or of any Controlling SecuritiesClass or of such Class or of two or more of such Classes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners of Book-Entry Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities such Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes (other than any Retained Notes), upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such NoteNote (other than in the case of any Retained Notes), except as provided in Section 2.132.12. Unless Except for any Retained Notes, and, otherwise, unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes or of the Notes of any Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) as custodian for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount principal amount of the Controlling SecuritiesNotes or any Class of Notes Outstanding, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Non-Retained Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.132.12, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyTrustee, as custodian for DTC, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s interest in such Book Entry Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the such Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants Participants; pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or Holders of Notes of any Class) evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner Noteholder will receive a definitive Definitive Note representing such Note OwnerNoteholder’s interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners Noteholders pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05Noteholders; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless 2.12, and unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the such Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of such Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued in respect of the Book-Entry Notes pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the Outstanding Amount of the Notes (or the Controlling Class of Notes) evidencing a specified percentage of the Outstanding Amount of the Notes or of any Controlling SecuritiesClass or of such Class or of two or more of such Classes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners of Book-Entry Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities such Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Book‑Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Book‑Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless 2.12, and unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book‑Entry Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the such Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of such Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued in respect of the Book-Entry Notes pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry book‑entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the Outstanding Amount of the Notes (or the Controlling Class of Notes) evidencing a specified percentage of the Outstanding Amount of the Notes or of any Controlling SecuritiesClass or of such Class or of two or more of such Classes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners of Book-Entry Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities such Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) Trustee, as custodian for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.132.12, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyTrustee, as custodian for the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Book Entry Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the such Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law Applicable Law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants Participants, and pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or Holders of Notes of any Class) evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be such Notes registered initially or from time to time on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon written instructions or directions of Holders of Notes (or Holders of Notes of any Class thereof, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount principal amount of the Controlling SecuritiesNotes or any Class of Notes Outstanding, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participantsparticipants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be issued as provided in Section 2.13, Book-Entry Notes on the Closing Date. The Book-Entry Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be Notes and delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.11: (ia) the provisions of this Section shall be in full force and effect; (ii) with respect to Book-Entry Notes, the Note Registrar and the Indenture Trustee shall will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of notices, instructions or directions hereunderunder this Indenture) as the sole holder Noteholder of the Book-Entry Notes, and shall will have no obligation to the Note Owners, except as stated in Section 7.05; (iiib) the Clearing Agency will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such participants; (c) to the extent that the provisions of this Section conflict 2.10 conflicts with any other provisions of this Indenture, the provisions of this Section shall 2.10 will control; (ivd) the rights of Note Owners shall may be exercised only through the Clearing Agency and shall will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants its participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency ParticipantsDTC Letter; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount Note Balance of the Notes (or the Controlling SecuritiesClass), the Clearing Agency shall will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or the Clearing Agency Participants Agency’s participants owning or representing, respectively, such required percentage of the beneficial interest in of the Notes (or the Controlling Securities Class) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a printed Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer (or held by the Indenture Trustee as custodian for DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner Noteholder will receive a definitive Definitive Note representing such Note OwnerNoteholder’s interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners Noteholders pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05Noteholders; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants; (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided The Notes (other than any Restricted Notes, which may be issued in the form of Definitive Notes at the Issuer’s option pursuant to Section 2.13, the Notes2.12), upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository AgreementAgreements. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders the holders of the Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a printed Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer (or held by the Indenture Trustee as custodian for DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner Noteholder will receive a definitive Definitive Note representing such Note OwnerNoteholder’s interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, definitive fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners Noteholders pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05Noteholders; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants; (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants pursuant owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.132.12, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s interest in such Book Entry Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the such Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants Participants; pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or Holders of Notes of any Class, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the NotesNoteholder, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Security Depository Agreement. Unless and until Definitive Notes are issued to Note Owners pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency ParticipantsParticipants (and neither the Indenture Trustee nor the Note Registrar shall have any liability or responsibility therefor); and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount principal amount of the Controlling SecuritiesNotes Outstanding (or any Class thereof), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in of the Controlling Securities Notes Outstanding (or Class thereof) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, Company (“DTC”) (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuing Entity. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner of such Note will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing Notes have been issued to such Note Owners pursuant to Section 2.13Owners: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunderapplicable Notes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict conflicts with any other provisions of this Indenture, the provisions of this Section shall control; (iv) except for rights of Note Owners exercised pursuant to Sections 7.6 and 7.7 of this Agreement and Section 3.3 of the Sale and Servicing Agreement, which rights may be exercised directly to the Issuing Entity or the Servicer in the case of Section 7.6 of this Agreement, the Indenture Trustee in the case of Section 7.7 of this Agreement, and CNHICA or the Seller with respect to Section 3.3 of the Sale and Servicing Agreement, the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the applicable Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner Noteholder will receive a definitive Definitive Note representing such Note Owner’s Noteholder's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners Noteholders pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05Noteholders; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the applicable initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the related initial Clearing Agency, and no Note Owner will shall receive a definitive Note definitive, fully registered note (a “Definitive Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless Agreements; and unless and until Definitive Notes are issued pursuant to Section 2.132.12, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, Company (“DTC”) (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuing Entity. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner of such Note will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing Notes have been issued to such Note Owners pursuant to Section 2.13Owners: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunderapplicable Notes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict conflicts with any other provisions of this Indenture, the provisions of this Section shall control; (iv) except for rights of Note Owners exercised pursuant to Sections 7.6 and 7.7 of this Indenture and Section 3.3 of the Sale and Servicing Agreement, which rights may be exercised directly to the Issuing Entity or the Servicer in the case of Section 7.6 of this Indenture, the Indenture Trustee in the case of Section 7.7 of this Indenture, and CNHICA or the Seller with respect to Section 3.3 of the Sale and Servicing Agreement, the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; unless and until Definitive Notes are issued pursuant to Section 2.13issued, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the applicable Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants Participants; pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes (or Holders of any Class thereof, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or any Class thereof, including the Controlling Securities Class) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the applicable initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the related initial Clearing Agency, and no Note Owner will shall receive a definitive Note definitive, fully registered note (a “Definitive Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.132.12, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing AgencyAgency or its custodian, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12 below. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.12 below: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12 below, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants Participants; pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.132.12, the Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to which shall be delivered to (or held deposited on behalf of the purchasers of the Notes represented by such Book-Entry Note with the Indenture Trustee on behalf of) The Depository Trust CompanyTrustee, as custodian for DTC, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s interest in such NoteBook-Entry Notes, except as provided in Section 2.132.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law Applicable Law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants and, pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or the Holders of any Class, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has (i) received written instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has (ii) delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (DTC or held by to the Indenture Trustee on behalf of) The Depository Trust Company, as custodian for the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and; (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee; (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office; and (vii) Note Owners may only hold positions in the Book-Entry Notes in minimum denominations of $25,000.

Book-Entry Notes. Except as provided in Section 2.13, the Notes, upon original issuance, will Each Class of Notes shall initially be issued in the form of typewritten, printed, lithographed as one or engraved or produced more Notes held by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry NotesCustodian or, if appointed to be delivered to (or held by hold such Notes as provided below, the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing AgencyDepository, byand registered in the name of its nominee Cede & Co. Except as provided below, or on behalf of, registration of such Notes may not be transferred by the Issuing EntityIndenture Trustee except to another Depository that agrees to hold such Notes for the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co.Custodian may, and, if it is no longer qualified to act as such, the nominee Book-Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Master Servicer and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the initial Clearing AgencyDepository is the successor to the Book-Entry Custodian. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor's duties as Book-Entry Custodian. The Depositor shall have the right to inspect, and no Note to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a definitive Definitive Note representing such Note Beneficial Owner’s 's interest in such Note, except as provided in Section 2.134.08. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Beneficial Owners pursuant to Section 2.134.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05Owners of Notes; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Note Beneficial Owners shall be exercised only through the Clearing Agency Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.134.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount aggregate Note Balance of the Controlling SecuritiesNotes, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Beneficial Owners and/or Clearing Agency Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the NotesNoteholder, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Security Depository Agreement. Unless and until Definitive Notes are issued to Note Owners pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount principal amount of the Controlling Securities, Notes Outstanding (or any Class thereof) the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in of the Controlling Securities Notes Outstanding (or Class thereof) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.132.12, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Book Entry Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the such Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants Participants; pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or Holders of Notes of any Class, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13The Class A-1 Notes, the Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or Class B Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, Book-Entry Notes and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the NotesNoteholder, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued to Note Owners pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount Note Balance of the Notes Outstanding (or any Class thereof, including the Controlling Securities, Note Class) the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in of the Notes Outstanding (or Class thereof, including the Controlling Securities Note Class) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13The Class A-1 Notes, the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, Book-Entry Notes and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Book‑Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Book‑Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless 2.12, and unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book‑Entry Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the such Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of such Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.Depository

Book-Entry Notes. Except as provided in Section 2.13, the The Notes (other than any Restricted Notes), upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling SecuritiesClass of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuancewhen authorized by an Issuer Order, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12 hereof. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.12 hereof: (i) the provisions of this Section 2.10 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12 hereof, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount Voting Interests of the Controlling SecuritiesOutstanding Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13Unless otherwise specified, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed one or engraved or produced by any combination of these methods (with or without steel engraved borders) more typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyTrustee, as custodian for DTC, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry One fully registered Note shall be issued with respect to each $500 million in principal amount of each Class of Notes or such lesser amount as necessary. Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will shall receive a definitive Definitive Note representing such Note Owner’s interest in such Note, Note except as provided in Section 2.132.11. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.11: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the NotesNoteholder, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Note Owners and the Clearing Agency and/or the or Clearing Agency Participants pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.132.11, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the such Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of such Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued in respect of the Book-Entry Notes pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and/or the Class A-4 Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes or of any such Class or of two or more of such Classes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners of Book-Entry Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities such Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided (a) For each Class of Notes to be issued in Section 2.13registered form, the Issuer shall duly execute the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by and the Indenture Trustee on behalf ofshall, in accordance with Section 2.3, authenticate and deliver initially one or more Rule 144A Global Notes that (a) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede the Clearing Agency or the Clearing Agency’s nominee, and (b) shall bear additional legends substantially to the following effect: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co.CO. (“CEDE”) OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency or its nominee is the registered owner or holder of a Rule 144A Global Note, the nominee Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the initial Notes represented by such Rule 144A Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency shall have no rights under this Indenture with respect to any Rule 144A Global Note held on their behalf by the Clearing Agency, and the Clearing Agency may be treated by the Issuer, the Indenture Trustee and any agent of such entities as the absolute owner of such Rule 144A Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Indenture Trustee and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or impair, as between the Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note. Account holders or participants in Euroclear, Clearstream or any other Clearing Agency designated by the Issuer, shall have no rights under this Indenture with respect to such Rule 144A Global Note, and the registered holder may be treated by the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee as the owner of such Rule 144A Global Note Owner will receive for all purposes whatsoever. (b) Subject to Section 2.8(g), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear”, the “Management Regulations” and “Instructions to Participants” of Clearstream and the operating procedures of any other Clearing Agency designated by the Issuer shall be applicable to the Rule 144A Global Note insofar as interests in a definitive Rule 144A Global Note are held by the agent members of Euroclear, Clearstream or such other Clearing Agency designated by the Issuer. The procedures described in this paragraph, to the extent relating to actions to be taken with respect to any Rule 144A Global Note shall be the “Applicable Procedures” for such actions. (c) Title to the Notes shall pass only by registration in the Note Register maintained by the Note Registrar pursuant to Section 2.8. (d) Any typewritten Note or Notes representing such Book-Entry Notes shall provide that they represent the aggregate or a specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a typewritten Note Owner’s interest or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Notemanner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Indenture Trustee pursuant to Section 2.3. Subject to the provisions of Section 2.4, except as provided the Indenture Trustee shall deliver and redeliver any typewritten Note or Notes representing Book-Entry Notes in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. Any instructions by the Issuer with respect to endorsement or delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 2.13. 13.3 and need not be accompanied by an Opinion of Counsel. (e) Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) 2.18, the provisions of this Section 2.16 shall be in full force and effect; (iii) the Indenture Trustee and the Note Registrar and the Indenture Trustee shall be entitled to Issuer may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the payment making of principal of and interest payments on the Notes and the giving of instructions or directions hereunder) as the sole holder authorized representatives of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iiiii) to the extent that the provisions of this Section 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.16 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (viii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount outstanding principal amount of the Controlling SecuritiesNotes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee; and (iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.18, the applicable Clearing Agencies will make book-entry transfers among their related Clearing Agency Participants and receive and transmit payments of principal and interest on the Notes to such Clearing Agency Participants.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes Such Note shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note (as hereinafter defined) representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants Participants; pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes (or any Class thereof), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes (or any Class thereof) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided The Notes (other than any Restricted Notes, which may be issued in the form of Definitive Notes at the Issuer’s option pursuant to Section 2.13, the Notes2.12), upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling SecuritiesClass of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the Notes, upon original issuance, Each Class of Notes will be issued in the form of typewritten, printed, lithographed typewritten Notes or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes Global Securities representing the Book-Entry Notes, to be delivered to, or to (or held by the Indenture Trustee on behalf of) The Depository Trust Companyas custodian for, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the Note Registrar shall not register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount Balance of the Controlling SecuritiesNotes (or the Priority Class Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon written instructions or directions of Holders of Notes (or Holders of Notes of any Class thereof, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount principal amount of the Controlling SecuritiesNotes or any Class of Notes Outstanding, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. (a) The Book-Entry Notes of each Series shall be delivered as one or more Notes held by the Book-Entry Custodian or, if appointed to hold such Notes as provided below, the Depository and registered in the name of the Depository or its nominee and, except as provided in Section 2.06(c) below, transfer of such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Except as provided in Section 2.132.06(c) below, such Note Owners shall hold and transfer their respective Ownership Interests in and to such Notes through the book-entry facilities of the Depository and, except as provided in Section 2.06(c) below, shall not be entitled to definitive, fully registered Notes (“Definitive Notes, upon original issuance, will be issued ”) in the form respect of typewritten, printed, lithographed or engraved or produced such Ownership Interests. All transfers by any combination Note Owners of these methods (with or without steel engraved borders) Notes representing their respective Ownership Interests in the Book-Entry Notes, Notes to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The related transferees as Book-Entry Notes shall be registered initially on made in accordance with the Note Register in procedures established by the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note Depository Participant or brokerage firm representing each such Note Owner’s interest . Each Depository Participant shall only transfer the Ownership Interests in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered the Book-Entry Notes (the “Definitive Notes”) have been issued to such of Note Owners pursuant it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to Section 2.13: (i) act as such in accordance herewith and in accordance with the provisions of this Section shall be in full force and effect; (ii) agreement that it has with the Depository authorizing it to act as such. Neither the Indenture Trustee nor the Note Registrar shall have any responsibility to monitor or restrict the transfer of any Book-Entry Note transferable through the book-entry facilities of the Depository. The Book-Entry Custodian may, and, if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a written instrument delivered to the Issuers, the Property Manager and Special Servicer, and, if the Indenture Trustee shall be entitled to deal with is not the Clearing Agency for all purposes of this Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the payment of principal of and interest on Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the Notes predecessor Book-Entry Custodian and the giving Depository or any successor Depository may prescribe; provided, that the predecessor Book-Entry Custodian shall not be relieved of instructions any of its duties or directions hereunder) responsibilities by reason of any such appointment other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The Issuers shall have the sole holder of the Notesright to inspect, and shall have no obligation to obtain copies of, any Notes held as Book-Entry Notes by the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make bookBook-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture TrusteeEntry Custodian.

Book-Entry Notes. Except as Unless otherwise provided in Section 2.13any related Indenture Supplement, the Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to the depository specified in such Indenture Supplement (or held by the Indenture Trustee on behalf of“Depository”) The Depository Trust Company, which shall be the initial Clearing Agency, by, or on behalf of, the Issuing Entityof such Series of Notes. The Book-Entry Notes shall of each Series of Notes shall, unless otherwise provided in the related Indenture Supplement, initially be registered initially on the Note Register in the name of Cede & Co., the Clearing Agency or the nominee of the initial Clearing Agency, and no Note . No Beneficial Owner will receive a definitive Note note representing such Note Beneficial Owner’s interest in such Notethe related Series of Notes, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes of any Series of Notes (the “Definitive Notes”) have been issued to such Note Beneficial Owners pursuant to Section 2.132.11: (ia) the provisions of this Section 2.10 shall be in full force and effecteffect with respect to each such Series; (iib) the Note Issuer, the Paying Agent, the Transfer Agent and Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Beneficial Owners, except as stated in Section 7.05;; and (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivc) the rights of Note Beneficial Owners of each such Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Note Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Notes of such Series for distribution to the Beneficial Owners in accordance with the procedures of the Clearing Agency. Pursuant to the Depository Agreement. Unless Agreement applicable to a Series of Notes, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be issued as provided in Section 2.13, Book-Entry Notes on the Closing Date. The Book-Entry Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be Notes and delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.11: (ia) the provisions of this Section shall be in full force and effect; (ii) with respect to Book-Entry Notes, the Note Registrar and the Indenture Trustee shall will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of notices, instructions or directions hereunderunder this Indenture) as the sole holder Noteholder of the Book-Entry Notes, and shall will have no obligation to the Note Owners, except as stated in Section 7.05; (iiib) the Clearing Agency will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such participants; (c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section shall 2.10 will control; (ivd) the rights of Note Owners shall may be exercised only through the Clearing Agency and shall will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants its participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency ParticipantsDTC Letter; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount Note Balance of the Notes Outstanding (or the Controlling SecuritiesClass), the Clearing Agency shall will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or the Clearing Agency Participants Agency's participants owning or representing, respectively, such required percentage of the beneficial interest in of the Notes Outstanding (or the Controlling Securities Class) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Book-Entry Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the NotesNoteholder, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued to Note Owners pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount Note Balance of the Notes Outstanding (or any Class thereof, including the Controlling Securities, Note Class) the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in of the Notes Outstanding (or Class thereof, including the Controlling Securities Note Class) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) of The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section 2.10 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes (or any Class thereof, including the Controlling SecuritiesClass), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Outstanding Amount of the Notes (or Class thereof, including the Controlling Securities Class) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, Book-Entry Notes and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, Company (“DTC”) (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuing Entity. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner of such Note will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing Notes have been issued to such Note Owners pursuant to Section 2.13Owners: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunderapplicable Notes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict conflicts with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13issued, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the applicable Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the applicable initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the each initial Clearing Agency, and no Note Owner will shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless Agreements; and unless and until Definitive Notes are issued pursuant to Section 2.132.12, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer (except for any fractional units which cannot be accepted by DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNote Balances, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as Unless otherwise provided in Section 2.13any related Indenture Supplement, the Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, Notes to be delivered to (the depository specified in such Indenture Supplement which shall be the Clearing Agency or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Foreign Clearing Agency, by, by or on behalf of, the Issuing Entityof such Series. The Book-Entry Notes shall of each Series shall, unless otherwise provided in the related Indenture Supplement, initially be registered initially on in the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency or Foreign Clearing Agency for such Book-Entry Notes and shall be delivered to the Indenture Trustee or, pursuant to such Clearing Agency's or Foreign Clearing Agency's instructions held by the Indenture Trustee's agent as custodian for the Clearing Agency or Foreign Clearing Agency. Unless and until Definitive Notes are issued under the limited circumstances described in Section 2.15, and no Note Beneficial Owner will shall be entitled to receive a definitive Definitive Note representing such Note Beneficial Owner’s 's interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note the Beneficial Owners pursuant to Section 2.132.15: (ia) the provisions of this Section shall be in full force and effecteffect with respect to each such Series; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereundereach such Series) as the sole holder authorized representatives of the Notes, and shall have no obligation to the Note Beneficial Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall controlcontrol with respect to each such Series; (ivd) the rights of Note Beneficial Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Beneficial Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless depository agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.15, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency or Foreign Clearing Agency shall be deemed to represent such percentage only to the extent that it has they have received instructions to such effect from Note the Beneficial Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the NotesNoteholder, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Security Depository Agreement. Unless and until Definitive Notes are issued to Note Owners pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency ParticipantsParticipants (and neither the Indenture Trustee nor the Note Registrar shall have any liability or responsibility therefor); and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount principal amount of the Controlling SecuritiesNotes Outstanding (or any Class thereof), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in of the Controlling Securities Notes Outstanding (or Class thereof) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13Unless otherwise specified herein, the Notes, upon original issuance, will be issued in the form of one or more typewritten, printed, lithographed or engraved or produced by any combination of these such methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyTrustee, as agent for DTC, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will shall receive a definitive Definitive Note representing such Note Owner’s interest in such Note, Note except as provided in Section 2.132.11. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.11: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the NotesNoteholder, and shall have no obligation to the Note Owners, except as stated in Section 7.057.5; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Note Owners and the Clearing Agency and/or the or Clearing Agency Participants Participants; pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNote Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13The Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Book‑Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Book‑Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless 2.12, and unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book‑Entry Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the such Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of such Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued in respect of the Book-Entry Notes pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry book‑entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the Outstanding Amount of the Notes (or the Controlling Class of Notes) evidencing a specified percentage of the Outstanding Amount of the Notes or of any Controlling SecuritiesClass or of such Class or of two or more of such Classes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners of Book-Entry Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities such Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be issued as provided in Section 2.13, Book-Entry Notes on the Closing Date. The Book-Entry Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be Notes and delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.11: (ia) the provisions of this Section shall be in full force and effect; (ii) with respect to Book-Entry Notes, the Note Registrar and the Indenture Trustee shall will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of notices, instructions or directions hereunderunder this Indenture) as the sole holder Noteholder of the Book-Entry Notes, and shall will have no obligation to the Note Owners, except as stated in Section 7.05; (iiib) the Clearing Agency will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such participants; (c) to the extent that the provisions of this Section conflict 2.10 conflicts with any other provisions of this Indenture, the provisions of this Section shall 2.10 will control; (ivd) the rights of Note Owners shall may be exercised only through the Clearing Agency and shall will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants its participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency ParticipantsDTC Letter; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount Note Balance of the Notes Outstanding (or the Controlling SecuritiesClass), the Clearing Agency shall will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or the Clearing Agency Participants Agency’s participants owning or representing, respectively, such required percentage of the beneficial interest in of the Notes Outstanding (or the Controlling Securities Class) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. (a) The Book-Entry Notes of each Series shall be delivered as one or more Notes held by the Book-Entry Custodian or, if appointed to hold such Notes as provided below, the Depository, and registered in the name of the Depository or its nominee and, except as set forth in any related Series Supplement or as otherwise provided in Section 2.06(c) below, transfer of such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Except as provided in Sections 2.01 and 2.05 above, and Section 2.132.06(c) below, such Note Owners shall hold and transfer their respective Ownership Interests in and to such Notes through the book-entry facilities of the Depository and, except as provided in Sections 2.01 and 2.05 above, and Section 2.06(c) below, shall not be entitled to Definitive Notes in respect of such Ownership Interests. All transfers by Note Owners of their respective Ownership Interests in the Book-Entry Notes to be held by the related transferees as Book-Entry Notes shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Note Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Notes of Note Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. Neither the Indenture Trustee nor the Note Registrar shall have any responsibility to monitor or restrict the transfer of any Book-Entry Note transferable through the book-entry facilities of the Depository. The Book-Entry Custodian may, and, if it is no longer qualified to act as such, the NotesBook-Entry Custodian shall, upon original issuanceappoint, will by a written instrument delivered to the Issuers, the Property Manager and Special Servicer, and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe; provided, that the predecessor Book-Entry Custodian shall not be issued relieved of any of its duties or responsibilities by reason of any such appointment other than with respect to an appointment of the Depository. If the Indenture Trustee resigns or is removed in accordance with the form terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The Issuers shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. (b) The Issuers, the Indenture Trustee, the Property Manager, the Special Servicer, the Back-Up Manager and the Note Registrar may for all purposes, including the making of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing payments due on the Book-Entry Notes, deal with the Depository as the Noteholder and the authorized representative of the Note Owners with respect to be delivered to (or held by such Notes for the Indenture Trustee on behalf of) The Depository Trust Company, purposes of exercising the initial Clearing Agency, by, or on behalf of, the Issuing Entityrights of Noteholders hereunder. The rights of Note Owners with respect to the Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Note Owners, and all references in this Indenture to actions by the Clearing Agency Participants pursuant Noteholders shall refer to actions taken by the Depository upon instructions from the Depository Participants, and all references in this Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Depositor, as registered holder of the Notes of such Series of Notes for distribution to the Note Depository AgreementOwners in accordance with the procedures of the Depository. Unless Multiple requests and until Definitive Notes are issued pursuant to Section 2.13directions from, and votes of, the initial Clearing Agency will make bookDepository as holder of the Book-entry transfers among Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Noteholders and shall give notice to the Clearing Agency Participants and receive and transmit payments Depository of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever record date. Whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount principal amount of the Controlling SecuritiesNotes, the Clearing Agency applicable Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency their related Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee. Whenever notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to such Note Owners, the Indenture Trustee and the Issuers shall give all such notices and communications specified herein to be given to Noteholders to the applicable Depository for distribution to the Note Owners. (c) If (i) the Issuers advise the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes (or any portion thereof), and (ii) the Issuers are unable to locate a qualified successor, the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of the Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, and the delivery of registration instructions from the Depository for registration of transfer, the applicable Issuers shall execute, and the Indenture Trustee shall cause to be authenticated and delivered, the Definitive Notes in respect of such Notes to the Note Owners identified in such instructions. None of the applicable Issuers, the Indenture Trustee, the Property Manager, the Special Servicer, the Back-Up Manager or the Note Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Upon the issuance of Definitive Notes, for purposes of evidencing ownership of any Notes formerly held as Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Noteholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise voting and consent rights with respect to, and to transfer and exchange such Definitive Notes. Upon the issuance of Definitive Notes, all references herein to obligations imposed upon or to be performed by the applicable Depository with respect to such Notes shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee shall recognize the Noteholders of the Definitive Notes of such Series of Notes as Noteholders of such Series of Notes hereunder. (e) Each of the Issuers shall provide an adequate inventory of Definitive Notes of each Class of each Series to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a printed Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer (or held by the Indenture Trustee as custodian for DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner Noteholder will receive a definitive Definitive Note representing such Note OwnerNoteholder’s interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners Noteholders pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05Noteholders; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants; (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants pursuant owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, Company (“DTC”) (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuing Entity. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner of such Note will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing Notes have been issued to such Note Owners pursuant to Section 2.13Owners: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunderapplicable Notes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict conflicts with any other provisions of this Indenture, the provisions of this Section shall control; (iv) except for rights of Note Owners exercised pursuant to Sections 7.6 and 7.7 of this Agreement and Section 3.3 of the Sale and Servicing Agreement, which rights may be exercised directly to the Issuing Entity or the Servicer in the case of Section 7.6 of this Agreement, the Indenture Trustee in the case of Section 7.7 of this Agreement, and CNHICA or the Seller with respect to Section 3.3 of the Sale and Servicing Agreement, the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13issued, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the applicable Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13The Class A-1 Notes, Class A-2 Notes and the Subordinate Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Book-Entry Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderBook-Entry Notes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received written instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such written instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the (a) The Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be such Notes registered initially or from time to time on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon written instructions or directions of Holders of Notes (or Holders of Notes of any Class thereof, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount principal amount of the Controlling SecuritiesNotes or any Class of Notes Outstanding, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except The Notes will be issued as provided in Section 2.13, Book-Entry Notes on the Closing Date. The Book-Entry Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be Notes and delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such the Note Owner’s interest in such the Note, except as provided in under Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to under Section 2.132.11: (ia) the provisions of this Section shall be in full force and effect; (ii) for Book-Entry Notes, the Note Registrar and the Indenture Trustee shall will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of notices, instructions or directions hereunderunder this Indenture) as the sole holder Noteholder of the Book-Entry Notes, and shall will have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivb) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such the participants; (c) if this Section 2.10 conflicts with any other provisions of this Indenture, this Section 2.10 will control; (d) the rights of Note Owners may be exercised only through the Clearing Agency Participantsand will be limited to those established by law and agreements between the Note Owners and the Clearing Agency and/or its participants under the DTC Letter; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified stated percentage of the Outstanding Amount Note Balance of the Notes (or the Controlling SecuritiesClass), the Clearing Agency shall will be deemed to represent such percentage those Noteholders only to the extent that it has received instructions to such that effect from Note Owners and/or the Clearing Agency Participants Agency’s participants owning or representing, respectively, such the required percentage of the beneficial interest in of the Notes (or the Controlling Securities Class) and has delivered such the instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the (a) The Notes [(other than any Retained Notes)], upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer [or, in the case of the Retained Notes, at the Depositor’s option, as Definitive Notes delivered to the Depositor or its representative]. The Book-Entry Notes shall be such Notes registered initially or from time to time on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon written instructions or directions of Holders of Notes (or Holders of Notes of any Class thereof, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount principal amount of the Controlling SecuritiesNotes or any Class of Notes Outstanding, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) _____________________, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant or Persons acting through Clearing Agency Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the NotesNoteholder, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Security Depository Agreement. Unless and until Definitive Notes are issued to Note Owners pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency ParticipantsParticipants (and neither the Indenture Trustee nor the Note Registrar shall have any liability or responsibility therefor); and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount principal amount of the Controlling Securities, Notes Outstanding (or any Class thereof) the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in of the Controlling Securities Notes Outstanding (or Class thereof) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.132.12, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyTrustee, as custodian for the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Book-Entry Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the such Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law Applicable Law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants Participants, and pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or Holders of Notes of any Class) evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be issued as provided in Section 2.13, Book-Entry Notes on the Closing Date. The Book-Entry Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be Notes and delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such the Note Owner’s interest in such the Note, except as provided in under Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to under Section 2.132.11: (ia) the provisions of this Section shall be in full force and effect; (ii) for Book-Entry Notes, the Note Registrar and the Indenture Trustee shall will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of notices, instructions or directions hereunderunder this Indenture) as the sole holder Noteholder of the Book-Entry Notes, and shall will have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivb) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such the participants; (c) if this Section 2.10 conflicts with any other provisions of this Indenture, this Section 2.10 will control; (d) the rights of Note Owners may be exercised only through the Clearing Agency Participantsand will be limited to those established by law and agreements between the Note Owners and the Clearing Agency and/or its participants under the DTC Letter; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified stated percentage of the Outstanding Amount Note Balance of the Notes (or the Controlling SecuritiesClass), the Clearing Agency shall will be deemed to represent such percentage those Noteholders only to the extent that it has received instructions to such that effect from Note Owners and/or the Clearing Agency Participants Agency’s participants owning or representing, respectively, such the required percentage of the beneficial interest in of the Notes (or the Controlling Securities Class) and has delivered such the instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.132.12, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyTrustee, as custodian for DTC, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s interest in such Book Entry Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the such Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or or the Clearing Agency Participants Participants; pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or Holders of Notes of any Class, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as (a) Unless otherwise provided in Section 2.13any applicable Series Supplement, the NotesNotes of each Class, Subclass or Tranche of each Series, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes and delivered to the depository (or its custodian) specified in such Series Supplement (the “Depository”) which shall be the Clearing Agency on behalf of such Series or such Class, Subclass or Tranche. The Notes of each Class, Subclass or Tranche of each Series shall, unless otherwise provided in the applicable Series Supplement, initially be registered initially on the Note Register in the name of Cede & Co., the Clearing Agency or the nominee of the initial Clearing Agency, and no . No Note Owner will receive a definitive Note note representing such Note Owner’s interest in such Notethe related Series of Notes, except as provided in Section 2.13. Unless and until definitive, fully registered Notes of any Series or any Class, Subclass or Tranche of any Series (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section 2.12 shall be in full force and effecteffect with respect to each of such Notes; (ii) the Issuer, the Paying Agent, the Note Registrar Registrar, the Trustee, the Control Party and the Indenture Trustee shall be entitled to Controlling Class Representative may deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes of this Indenture (including the payment of principal of of, premium, if any, and interest on the Notes and the giving of instructions or directions hereunderhereunder or under the applicable Series Supplement) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section 2.12 conflict with any other provisions of this the Indenture, the provisions of this Section 2.12 shall controlcontrol with respect to each such Class, Subclass, Tranche or Series of the Notes; (iv) subject to the rights of the Manager and the Controlling Class Representative under the Indenture, the rights of Note Owners of each such Class or Series of Notes shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Notes of such Series for distribution to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, Owners in accordance with the initial Clearing Agency will make book-entry transfers among Applicable Procedures of the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency ParticipantsAgency; and (v) subject to the rights of the Manager and the Controlling Class Representative under the Indenture, whenever this the Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Aggregate Outstanding Principal Amount of Notes or the Controlling SecuritiesOutstanding Principal Amount of a Series or Class, Subclass or Tranche of a Series of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Outstanding Notes or such Series or such Class, Subclass or Tranche of such Series of Notes Outstanding, as the case may be, and has delivered such instructions in writing to the Indenture Trustee. (b) Unless and until Definitive Notes of such Series are issued pursuant to Section 2.13, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal, premium, if any, and interest on the Notes to such Clearing Agency Participants. (c) Whenever notice or other communication to the Noteholders is required under the Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13, the Trustee and the Issuer shall give all such notices and communications specified herein to be given to Noteholders to the Clearing Agency for distribution to the Note Owners in accordance with the Applicable Procedures of the Clearing Agency.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (the Depository or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, its nominee by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyDepository, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency Depository and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Depository Participants; and; (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee; and (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.

Book-Entry Notes. (a) The Book-Entry Notes of each Series shall be delivered as one or more Notes held by the Book-Entry Custodian or, if appointed to hold such Notes as provided below, the Depository, and registered in the name of the Depository or its nominee and, except as set forth in any related Series Supplement or as otherwise provided in Section 2.06(c) below, transfer of such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Except as provided in Sections 2.01 and 2.05 above, and Section 2.132.06(c) below, such Note Owners shall hold and transfer their respective Ownership Interests in and to such Notes through the book-entry facilities of the Depository and, except as provided in Sections 2.01 and 2.05 above, and Section 2.06(c) below, shall not be entitled to Definitive Notes in respect of such Ownership Interests. All transfers by Note Owners of their respective Ownership Interests in the Book-Entry Notes to be held by the related transferees as Book-Entry Notes shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Note Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Notes of Note Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. Neither the Indenture Trustee nor the Note Registrar shall have any responsibility to monitor or restrict the transfer of any Book-Entry Note transferable through the book-entry facilities of the Depository. The Book-Entry Custodian may, and, if it is no longer qualified to act as such, the NotesBook-Entry Custodian shall, upon original issuanceappoint, will by a written instrument delivered to the Issuers, the Property Manager and Special Servicer, and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe; provided, that the predecessor Book-Entry Custodian shall not be issued relieved of any of its duties or responsibilities by reason of any such appointment other than with respect to an appointment of the Depository. If the Indenture Trustee resigns or is removed in accordance with the form terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The Issuers shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. (b) The Issuers, the Indenture Trustee, the Property Manager, the Special Servicer, the Back-Up Manager and the Note Registrar may for all purposes, including the making of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing payments due on the Book-Entry Notes, deal with the Depository as the Noteholder and the authorized representative of the Note Owners with respect to be delivered to (or held by such Notes for the Indenture Trustee on behalf of) The Depository Trust Company, purposes of exercising the initial Clearing Agency, by, or on behalf of, the Issuing Entityrights of Noteholders hereunder. The rights of Note Owners with respect to the Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, the Clearing Agency Participants pursuant Depository as holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Noteholders and shall give notice to the Depository of such record date. (c) If (i) the Issuers advise the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes (or any portion thereof), and (ii) the Issuers are unable to locate a qualified successor, the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of the Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, and the delivery of registration instructions from the Depository Agreement. Unless for registration of transfer, the applicable Issuers shall execute, and until the Indenture Trustee shall cause to be authenticated and delivered, the Definitive Notes are issued pursuant in respect of such Notes to Section 2.13the Note Owners identified in such instructions. None of the applicable Issuers, the initial Clearing Agency will make bookCollateral Agent, the Indenture Trustee, the Property Manager, the Special Servicer, the Back-entry transfers among Up Manager or the Clearing Agency Participants Note Registrar shall be liable for any delay in delivery of such instructions and receive may conclusively rely on, and transmit payments of principal of and interest on the Notes to shall be protected in relying on, such Clearing Agency Participants; andinstructions. (vd) whenever this Indenture requires or permits actions Upon the issuance of Definitive Notes, for purposes of evidencing ownership of any Notes, the registered holders of such Definitive Notes shall be recognized as Noteholders hereunder and, accordingly, shall be entitled directly to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage receive payments on, to exercise voting and consent rights with respect to, and to transfer and exchange such Definitive Notes. (e) Each of the Outstanding Amount Issuers shall provide an adequate inventory of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Notes of the beneficial interest in the Controlling Securities and has delivered such instructions each Class of each Series to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the Notes, upon original issuance, will Each Class of Notes shall initially be issued in the form of typewritten, printed, lithographed as one or engraved or produced more Notes held by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry NotesCustodian or, if appointed to be delivered to (or held by hold such Notes as provided below, the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing AgencyDepository, byand registered in the name of its nominee Cede & Co. Except as provided below, or on behalf of, registration of such Notes may not be transferred by the Issuing EntityIndenture Trustee except to another Depository that agrees to hold such Notes for the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co.Custodian may, and, if it is no longer qualified to act as such, the nominee Book-Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Master Servicer and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the initial Clearing AgencyDepository is the successor to the Book-Entry Custodian. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor's duties as Book-Entry Custodian. The Depositor shall have the right to inspect, and no Note to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a definitive Definitive Note representing such Note Beneficial Owner’s 's interest in such Note, except as provided in Section 2.134.08. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Beneficial Owners pursuant to Section 2.134.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05Owners of Notes; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Note Beneficial Owners shall be exercised only through the Clearing Agency Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.134.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount aggregate Note Balance or Notional Amount, as applicable, of the Controlling SecuritiesNotes, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Beneficial Owners and/or Clearing Agency Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless 2.12, and unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the such Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of such Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued in respect of the Book-Entry Notes pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and/or the Class A-4 Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes or of any such Class or of two or more of such Classes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners of Book-Entry Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities such Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Securities, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will may be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall may initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and; (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes or in the Notes of a Class, as the case maybe, and has delivered such instructions to the Indenture Trustee; and (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.

Book-Entry Notes. Except as provided in Section 2.13, the The Class A Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Class A Note Owner will receive a definitive Definitive Note representing such Class A Note Owner’s 's interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Class A Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Class A Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Class A Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Class A Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Class A Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as Unless otherwise provided in Section 2.13, the Notesany related Indenture Supplement, upon original issuance, will each Series of Notes shall be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, Notes to be delivered to the depository specified in such Indenture Supplement (which shall be the Clearing Agency or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Foreign Clearing Agency), by, by or on behalf ofof such Series. Unless otherwise provided in the related Indenture Supplement, the Issuing Entity. The Book-Entry Notes of each Series initially shall be registered initially on in the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency or Foreign Clearing Agency, as applicable, for such Book Entry Notes and shall be delivered to the Authentication Agent or, pursuant to such Clearing Agency’s or Foreign Clearing Agency’s instructions, held by the Authentication Agent’s agent as custodian for the Clearing Agency or Foreign Clearing Agency. Unless and until Definitive Notes are issued under the limited circumstances described in Section 2.13, no Note Beneficial Owner will shall be entitled to receive a definitive Definitive Note representing such Note Beneficial Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note the Beneficial Owners pursuant to Section 2.13: (ia) the provisions of this Section 2.11 shall be in full force and effecteffect with respect to each such Series; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture and any related Indenture Supplement (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereundereach such Series) as the sole holder authorized representatives of the Notes, and shall have no obligation to the Note Beneficial Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall controlcontrol with respect to each such Series; (ivd) the rights of Note Beneficial Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Beneficial Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless depository agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency or Foreign Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note the Beneficial Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and; (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee; and (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.

Book-Entry Notes. Except as Unless otherwise provided in Section 2.13any related Indenture Supplement, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes shall which will initially be registered initially on in the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency or Foreign Clearing Agency for such Book-Entry Notes and will be delivered to a custodian pursuant to such Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13's or Foreign Clearing Agency's instructions. Unless and until definitiveDefinitive Notes are issued under the limited circumstances described in Section 2.15, fully registered Notes (the “no Beneficial Owner will be entitled to receive a Definitive Notes”) have been issued to Note representing such Beneficial Owner's interest in such Note Owners pursuant to Section 2.13and: (i) the provisions of this Section shall will be in full force and effecteffect with respect to each such Series; (ii) the Note Registrar and the Indenture Trustee shall will be entitled to deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereundereach such Series) as the sole holder authorized representatives of the Notes, and shall have no obligation to the Note Beneficial Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall controlwill control with respect to each such Series; (iv) the rights of Note Beneficial Owners shall of each such Series may be exercised only through the Clearing Agency or Foreign Clearing Agency and shall the applicable Clearing Agency Participants and will be limited to those established by law and agreements between such Note Beneficial Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, Participants; (v) the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Notes to such Clearing Agency Participants; and (vvi) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall or Foreign Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note the Beneficial Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as Unless otherwise provided in Section 2.13any related Indenture Supplement, the Notes, upon original issuance, will shall be issued in the form of typewritten, printed, lithographed typewritten or engraved or produced by any combination of these methods (with or without steel engraved borders) printed Notes representing the Book-Entry Notes, Notes to be delivered to (the depository specified in such Indenture Supplement which shall be the Clearing Agency or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Foreign Clearing Agency, by, by or on behalf of, the Issuing Entityof such Series. The Book-Entry Notes shall of each Series shall, unless otherwise provided in the related Indenture Supplement, initially be registered initially on in the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency or Foreign Clearing Agency for such Book-Entry Notes and shall be delivered to Indenture Trustee or, pursuant to such Clearing Agency’s or Foreign Clearing Agency’s instructions held by Indenture Trustee’s agent as custodian for the Clearing Agency or Foreign Clearing Agency. Unless and until Definitive Notes are issued under the limited circumstances described in Section 2.14, and no Note Owner will shall be entitled to receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such the Note Owners pursuant to Section 2.132.14: (ia) the provisions of this Section 2.12 shall be in full force and effecteffect with respect to each such Series; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this the Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereundereach such Series) as the sole holder authorized representatives of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section 2.12 conflict with any other provisions of this the Indenture, the provisions of this Section 2.12 shall controlcontrol with respect to each such Series; (ivd) the rights of Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless depository agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.14, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this the Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes evidencing representing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency or Foreign Clearing Agency shall be deemed to represent such percentage only to the extent that it has they have received instructions to such effect from the Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, Company (the initial Clearing Agency, ) by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of the Note Owners shall be exercised only through the Clearing Agency (or to the extent the Note Owners are not Clearing Agency Participants, through the Clearing Agency Participants through which such Note Owners own Book-Entry Notes) and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants, and all references in this Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Notes, as the case may be, for distribution to the Note Owners in accordance with the procedures of the Clearing Agency. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of the Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes (other than Retained Notes), upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless Except for Retained Notes and, otherwise, unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall be in full force and effect; (iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (ivd) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.132.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes or of the Notes of any Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as otherwise provided in Section 2.13a related Indenture Supplement, the NotesNotes of each Series, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity. The Book-Entry Notes shall which will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency for such Book-Entry Notes and will be delivered to a custodian pursuant to such Clearing Agency, and no ’s instructions. No Note Owner will be entitled to receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.132.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.132.12: (ia) the provisions of this Section shall 2.10 will be in full force and effecteffect with respect to each Series; (iib) with respect to Book-Entry Notes of a Series, the Note Registrar and the Indenture Trustee shall will be entitled to deal with the Clearing Agency for all purposes of this Indenture and the related Indenture Supplement (including the payment of principal of and interest on the Book-Entry Notes and the giving of notices, instructions or directions hereunderunder this Indenture and the related Indenture Supplement) as the sole holder Noteholder of the Book-Entry Notes, and shall will have no obligation to the Note Owners, except as stated in Section 7.05Owners of such Series; (iiic) the Clearing Agency for a Series will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes of such Series to such participants; (d) to the extent that the provisions of this Section conflict 2.10 conflicts with any other provisions of this Indenture, the provisions of this Section shall control2.10 will control in respect of a Series; (ive) the rights of Note Owners shall may be exercised only through the Clearing Agency and shall will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants its participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, such agreements; (f) the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants its participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participantsparticipants; and (vg) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount Note Balance of the Controlling SecuritiesNotes of any Series, the related Clearing Agency shall will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners of the Notes of such Series and/or such Clearing Agency Participants Agency’s participants owning or representing, respectively, at least such required percentage of the beneficial interest in Note Balance of the Controlling Securities Notes of such Series and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as Unless otherwise provided in Section 2.13the related Terms Supplement, the Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) typewritten Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing EntityIssuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.16. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.132.16: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository AgreementAgreements. Unless and until Definitive Notes are issued pursuant to Section 2.132.16, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Except as provided in Section 2.13, the The Notes, upon original issuance, will be issued in the form of typewritten, printed, lithographed a typewritten Note or engraved or produced by any combination of these methods (with or without steel engraved borders) Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee on behalf of) The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuing EntityIssuer (except for any fractional units which cannot be accepted by DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.132.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section 2.132.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners, except as stated in Section 7.05; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.132.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Controlling SecuritiesNote Balances, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Controlling Securities Notes and has delivered such instructions to the Indenture Trustee.