Common use of Book-Entry Notes Clause in Contracts

Book-Entry Notes. Each Class of Notes shall initially be issued as one or more Notes held by the Book-Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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 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 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 Depository 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 to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

Book-Entry Notes. Each Class of The Term Notes shall initially be issued as one or more Term Notes held by the Book-Entry Custodian or, if appointed to hold such Term Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Term Notes may not be transferred by the Indenture Trustee except to another Depository that agrees to hold such Term 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 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 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 Depository 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 to obtain copies of, any Term Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

Book-Entry Notes. Each Class (a) The Book-Entry Notes of Notes each Series shall initially be issued delivered as one or more Notes held by the Book-Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of the Depository or its nominee Cede & Co. Except and, except as set forth in any related Series Supplement or as otherwise provided in Section 2.06(c) below, registration transfer of such Notes may not be transferred registered by the Indenture Trustee except Note Registrar unless such transfer is to another a successor Depository that agrees to hold such Notes for the respective Beneficial OwnersNote Owners with Ownership Interests therein. Except as provided in Sections 2.01 and 2.05 above, and Section 2.06(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 Book-Entry Custodian shall, appoint, by a written instrument delivered to the DepositorIssuers, the Master Servicer 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, 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 such appointment other than with respect to an appointment of the Depository is the successor to the Book-Entry CustodianDepository. 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 ’s duties as Book-Entry Custodian. The Depositor Issuers shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:.

Book-Entry Notes. Each (a) For each Class of Notes shall initially to be issued as in registered form, the Issuer shall duly execute the Notes, and the Indenture Trustee shall, in accordance with Section 2.3, authenticate and deliver initially one or more Rule 144A Global Notes held by that (a) shall be registered on the Book-Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered Note Register in the name of 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. (“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 Cede & Co. Except is the registered owner or holder of a Rule 144A Global Note, the Clearing Agency or its nominee, as provided belowthe case may be, registration will be considered the sole owner or holder of the Notes represented by such Notes 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 not be transferred treated by the Issuer, the Indenture Trustee except to another Depository that agrees to hold and any agent of such Notes for the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed entities as the Book-Entry Custodian and hereby agrees to act as absolute owner of such in accordance herewith and in accordance with Rule 144A Global Note for all purposes whatsoever. Notwithstanding the agreement that it has with foregoing, nothing herein shall prevent the Depository authorizing it to act as such. The Book-Entry Custodian mayIssuer, and, if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Master Servicer and, if the Indenture Trustee is not and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Book-Entry CustodianClearing 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, Trustee and any other transfer agent (including of the Depository Issuer 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 Depository is the successor to the Book-Entry Custodian. If the Indenture Trustee resigns or is removed in accordance with as 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 to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive owner of such Rule 144A Global Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:for all purposes whatsoever.

Book-Entry Notes. Each Class of The Notes shall initially be issued in book-entry form as one or more Notes held by provided in Section 2.02 hereof, and no beneficial owner will receive certificates representing its respective interests in the Book-Entry Custodian orNotes, if appointed to hold such except in the event the Trustee issues definitive Notes as provided belowin this Section. It is anticipated that during the term of the Notes, the Depository Trust Company, Clearing Agency will make book-entry transfers among its Clearing Agency Participants and receive and transmit payment of principal of and interest on the initial Depository, Notes to the Clearing Agency Participants until and registered unless the Trustee authenticates and delivers definitive Notes to the beneficial owners as described in the name of following paragraph. If (a) the Authority determines (i) that the Clearing Agency is unable to properly discharge its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by responsibilities; or (ii) that the Indenture 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 Custodian may, and, if it Clearing Agency is no longer qualified to act as sucha securities depository and registered clearing agency under the Exchange Act; or (iii) that the continuation of a book-entry system other than Cede & Co. is no longer in the best interests of the beneficial owners of the Notes; or (b) the Trustee receives written notice from Clearing Agency Participants having interests in not less than a majority of the Outstanding Amount of the Highest Priority Notes, as shown on the records of the Clearing Agency (and certified to such effect by the Clearing Agency), that the continuation of a book-entry system to the exclusion of any Notes being issued to any Noteholder other than Cede & Co. is no longer in the best interests of the beneficial owners of the Notes, then the Trustee shall notify the Noteholders of such determination or such notice and of the availability of certificates to beneficial owners requesting the same, and the Trustee shall register in the name of and authenticate and deliver definitive Notes to the beneficial owners or their nominees in principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous distributions of principal; provided, that in the case of a determination under clause (a)(i) or (a)(ii) above, the Book-Entry Custodian shallAuthority, appoint, by a written instrument delivered to with the Depositor, consent of 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 may select a 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 Depository is the successor to the Book-Entry Custodian. If the Indenture Trustee resigns or is removed securities depository in accordance with the terms hereoffollowing paragraph to effect book-entry transfers. In such event, all references to the Clearing Agency herein shall relate to the period of time when the Clearing Agency has possession of at least one Note. Upon the issuance of definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such definitive Notes. If the Clearing Agency resigns and the Authority and the Trustee are unable to locate a qualified successor of the Clearing Agency in accordance with the following paragraph, then the Trustee shall authenticate and cause delivery of definitive Notes to the beneficial owners of the Notes, as provided herein. The Trustee may rely on information from the Clearing Agency and its Clearing Agency Participants as to the names of the beneficial owners of the Notes. The cost of printing, registration, authentication, and delivery of definitive Notes shall be paid for by the Authority. In the event the Clearing Agency resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency under the Exchange Act, the Authority may appoint a successor trustee orClearing Agency with the consent of the Trustee. Any such successor Clearing Agency shall be a securities depository which is a registered clearing agency under the Exchange Act, if it so elects, the Depository shall immediately succeed to its predecessor's duties as Book-Entry Custodianor other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Depositor Trustee upon its receipt of a Note or Notes for cancellation shall have cause the right delivery of Notes to inspect, the successor Clearing Agency in appropriate Authorized Denominations and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except form as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:herein.

Book-Entry Notes. Each Class of Notes shall initially be issued as one or more Notes held by the Book-Book Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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-Book Entry Custodian and hereby agrees to act as such in accordance acxxxxxxce herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book-Book Entry Custodian may, and, if it is no longer qualified to act as such, the Book-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-Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Book Entry Custodian under such conditions as the predecessor Book-Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the Depository is the successor to the Book-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-Book Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Notes held as Book-Book Entry Notes by the Book-Book Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

Book-Entry Notes. Each Class Unless the applicable Trustee's Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related Series of Notes shall initially be issued as in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Notes, evidencing the Notes held by of such Series which (i) shall be an aggregate original principal amount equal to the Book-Entry Custodian or, if appointed to hold aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as provided below, the nominee for The Depository Trust Company, the initial DepositoryClearing Agency, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not (iii) shall be transferred delivered by the Indenture Trustee except to another Depository that agrees such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to hold the following effect: "Transfers of this Global Note shall be limited to transfers in the Clearing Agency or to a successor thereof or such Notes for the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian successor's nominee and hereby agrees transfers of portions of this Global Note shall be limited to act as such in accordance herewith and transfers made in accordance with the agreement that restrictions set forth in the Indenture." Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it has with serves as Clearing Agency hereunder, be a "clearing agency" registered under the Depository authorizing it to act as suchExchange Act and any other applicable statute or regulation. The No Holder of any such Series of Notes issued in 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 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 Form shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the Depository 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 to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial OwnerHolder's interest in any such NoteNotes, except as provided in Section 4.082.13 or in the applicable Trustee's Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until definitiveuntil) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to Beneficial Owners the Holders of such Series pursuant to Section 4.082.13 or pursuant to any applicable Trustee's Issuance Certificate or Series Supplement, if any, relating thereto:

Book-Entry Notes. Each Class of Notes shall initially be issued as one or more Notes held by the Book-Book Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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-Book Entry Custodian and hereby xxxxxx 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-Book Entry Custodian may, and, if it is no longer qualified to act as such, the Book-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-Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Book Entry Custodian under such conditions as the predecessor Book-Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the Depository is the successor to the Book-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-Book Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Notes held as Book-Book Entry Notes by the Book-Book Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

Book-Entry Notes. Each Class of Notes The Notes, upon original issuance, shall initially be issued as one or more in the form of typewritten Notes held by representing the Book-Entry Custodian orNotes, if appointed to hold such Notes as provided below, the be delivered to The Depository Trust Company, the initial DepositoryClearing Agency, and registered in by, or on behalf of, the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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 suchIssuer. The Book-Entry Custodian may, and, if it is no longer qualified to act as suchNotes shall be registered initially on the Note Register in the name of Cede & Co., the Book-Entry Custodian shall, appoint, by a written instrument delivered to nominee of 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 Depository 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 inspectinitial Clearing Agency, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial no Note Owner will thereof shall receive a Definitive definitive Note representing such Beneficial Note Owner's interest in such Note, except as provided in Section 4.082.13. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial such Note Owners pursuant to Section 4.08:2.13: (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 of the Notes, and shall have no obligation to the Note Owners; (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 and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency 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 principal amount of the Notes 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 Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee. SECTION 2.12

Book-Entry Notes. Each Class Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related Series of Notes shall initially be issued as in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Notes, evidencing the Notes held by of such Series which (i) shall be an aggregate original principal amount equal to the Book-Entry Custodian or, if appointed to hold aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as provided below, the nominee for The Depository Trust Company, the initial DepositoryClearing Agency, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not (iii) shall be transferred delivered by the Indenture Trustee except to another Depository that agrees such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to hold the following effect: "TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes for the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as the issued in 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 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 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 Form shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the Depository 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 to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial OwnerHolder's interest in any such NoteNotes, except as provided in Section 4.082.13 or in the applicable Trust Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until definitiveuntil) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to Beneficial Owners the Holders of such Series pursuant to Section 4.082.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:

Book-Entry Notes. Each Class of On the Closing Date, the Notes shall initially will be issued as one or more in the form of typewritten global Notes held by representing the Book-Entry Custodian orNotes, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by delivered to the Indenture Trustee except to another as custodian for The Depository that agrees to hold such Notes for Trust Company (the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as initial Clearing Agency) by, or on behalf of, 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 suchIssuer. The Book-Entry Custodian may, and, if it is no longer qualified to act as suchNotes shall be registered initially on the Note Register in the name of Cede & Co., the Book-Entry Custodian shall, appoint, by a written instrument delivered to nominee of 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 Depository 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 to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No initial Clearing Agency; no Beneficial Owner thereof will receive or be entitled to receive a Definitive Note representing such Beneficial Owner's beneficial interest in such Note, except as provided in Section 4.082.13 with respect to Book-Entry Termination; and registration of the Notes may not be transferred by the Note Registrar except upon Book-Entry Termination. Unless Until the occurrence of Book-Entry Termination, the Note Registrar shall deal with the Clearing Agency as the sole Holder of the Notes for purposes of exercising the rights of Noteholders hereunder. The Indenture Trustee, the Note Registrar, the Issuer and until definitive, fully registered all other Persons shall recognize the Clearing Agency as the Holder. All rights and privileges of any Beneficial Owner shall be realized or exercised solely through the facilities of the Clearing Corporation and the applicable rules and regulations of the Clearing Corporation and any other financial intermediary through which a Beneficial Owner claims its interest in any Note. Each payment of principal of and interest on a Book-Entry Note shall be paid to the Clearing Agency. Each Clearing Agency Participant shall be responsible for disbursing such payments to the Beneficial Owners of the Book-Entry Notes that it represents and to each indirect participating brokerage firm (the a "Definitive Notesbrokerage firm" or "indirect participating firm") have been issued for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Beneficial Owners pursuant of the Book-Entry Notes that it represents. All such credits and disbursements are to Section 4.08:be made by the Clearing Agency and the Clearing Agency Participants in accordance with their respective procedures. None of the Indenture Trustee, the Note Registrar, the Issuer, or any Paying Agent [or the Note Insurer] shall have any responsibility therefor. Requests and directions from, and votes of, such representatives shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners.

Book-Entry Notes. Each Class of Notes shall initially be issued as one or more Notes held by the Book-Book Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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-Book Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement xxxxxxent that it has with the Depository authorizing it to act as such. The Book-Book Entry Custodian may, and, if it is no longer qualified to act as such, the Book-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-Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Book Entry Custodian under such conditions as the predecessor Book-Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the Depository is the successor to the Book-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-Book Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Notes held as Book-Book Entry Notes by the Book-Book Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

Book-Entry Notes. Each Class of On the Closing Date, the Notes shall initially will be issued as one or more in the form of typewritten global Notes held by representing the Book-Entry Custodian orNotes, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by delivered to the Indenture Trustee except to another as custodian for The Depository that agrees to hold such Notes for Trust Company (the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as initial Clearing Agency) by, or on behalf of, 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 suchIssuer. The Book-Entry Custodian may, and, if it is no longer qualified to act as suchNotes shall be registered initially on the Note Register in the name of Cede & Co., the Book-Entry Custodian shall, appoint, by a written instrument delivered to nominee of 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 Depository 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 to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No initial Clearing Agency; no Beneficial Owner thereof will receive or be entitled to receive a Definitive Note representing such Beneficial Owner's beneficial interest in such Note, except as provided in Section 4.082.13 with respect to Book-Entry Termination; and registration of the Notes may not be transferred by the Note Registrar except upon Book-Entry Termination. Unless Until the occurrence of Book-Entry Termination, the Note Registrar shall deal with the Clearing Agency as the sole Holder of the Notes for purposes of exercising the rights of Noteholders hereunder. The Indenture Trustee, the Note Registrar, the Issuer and until definitive, fully registered all other Persons shall recognize the Clearing Agency as the Holder. All rights and privileges of any Beneficial Owner shall be realized or exercised solely through the facilities of the Clearing Corporation and the applicable rules and regulations of the Clearing Corporation and any other financial intermediary through which a Beneficial Owner claims its interest in any Note. Each payment of principal of and interest on a Book-Entry Note shall be paid to the Clearing Agency. Each Clearing Agency Participant shall be responsible for disbursing such payments to the Beneficial Owners of the Book-Entry Notes that it represents and to each indirect participating brokerage firm (the a "Definitive Notesbrokerage firm" or "indirect participating firm") have been issued for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Beneficial Owners pursuant of the Book-Entry Notes that it represents. All such credits and disbursements are to Section 4.08:be made by the Clearing Agency and the Clearing Agency Participants in accordance with their respective procedures. None of the Indenture Trustee, the Note Registrar, the Issuer, or any Paying Agent or the Note Insurer shall have any responsibility therefor. Requests and directions from, and votes of, such representatives shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners.

Book-Entry Notes. Each Class of (a) The Book-Entry Notes shall initially be issued delivered as one or more Notes held by the Book-Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of the Depository or its nominee Cede & Co. Except and, except as provided in Section 2.07(c) and (d) below, registration transfer of such Notes may not be transferred registered by the Indenture Trustee except Note Registrar unless such transfer is to another a successor Depository that agrees to hold such Notes for the respective Beneficial OwnersNote Owners with Ownership Interests therein. Except as provided in Section 2.07(c) and (d) 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 2.07(c) and (d) below, shall not be entitled to definitive, fully registered Notes (“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. 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 DepositorIssuer, the Master Servicer 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 relieved of any of its duties or responsibilities by reason of any new appointment, except if such appointment of other than the Depository is the successor to the Book-Entry CustodianDepository. 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 ’s duties as Book-Entry Custodian. The Depositor Issuer shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:.

Book-Entry Notes. Each Class of Notes shall initially be issued as one or more Notes held by the Book-Book Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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-Book Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with accordanxx xxth the agreement that it has with the Depository authorizing it to act as such. The Book-Book Entry Custodian may, and, if it is no longer qualified to act as such, the Book-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-Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Book Entry Custodian under such conditions as the predecessor Book-Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the Depository is the successor to the Book-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-Book Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Notes held as Book-Book Entry Notes by the Book-Book Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

Book-Entry Notes. Each Class of Notes shall initially be issued as one or more Notes held by the Book-Book Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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-Book Entry Custodian and hereby agrees to act as such in accordance xxxxxdance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book-Book Entry Custodian may, and, if it is no longer qualified to act as such, the Book-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-Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Book Entry Custodian under such conditions as the predecessor Book-Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the Depository is the successor to the Book-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-Book Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Notes held as Book-Book Entry Notes by the Book-Book Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

Book-Entry Notes. Each Class of (a) The Book-Entry Notes shall initially be issued as one or more Notes held by a custodian on behalf of the Depository (the “Book-Entry Custodian Custodian”) or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of the Depository or its nominee Cede & Co. Except and, except as provided belowin Section 2.13(c), registration transfer of such the Notes may not be transferred registered by the Indenture Trustee except Note Registrar unless such transfer is to another a successor Depository that agrees to hold such Notes for the respective Beneficial OwnersNote Owners with Ownership Interests therein. 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 2.13(c), shall not be entitled to physical, fully registered Notes (each a “Definitive Note”) in respect of such Ownership Interests. All transfers by Note Owners of their respective Ownership Interests in the 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. 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 Depositor, the Master Servicer Issuer 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 such appointment of other than the Depository is the successor to the Book-Entry CustodianDepository. 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 ’s duties as Book-Entry Custodian. The Depositor Depositor, the Administrators and the Issuer shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:.

Book-Entry Notes. Each Class of Notes (other than the Class IX, Class IN, Class R, Class R-4, Class IIX and Class IIN) shall initially be issued as one or more Notes held by the Book-Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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 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 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 Depository 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 to obtain copies of, any Notes held as Book-Entry Notes by the Book-Book- Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

Book-Entry Notes. Each Class of Notes shall initially be issued as one or more Notes held by the Book-Book Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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-Book Entry Custodian and hereby agrees to act as such in accordance herewith hexxxxxx and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book-Book Entry Custodian may, and, if it is no longer qualified to act as such, the Book-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-Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Book Entry Custodian under such conditions as the predecessor Book-Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the Depository is the successor to the Book-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-Book Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Notes held as Book-Book Entry Notes by the Book-Book Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

Book-Entry Notes. Each Class of The Term Notes shall initially be issued as one or more Term Notes held by the Book-Entry Custodian or, if appointed to hold such Term Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Term Notes may not be transferred by the Indenture Trustee except to another Depository that agrees to hold such Term 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 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 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 Depository 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 to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:Entry

Book-Entry Notes. Each Class of Notes shall initially be issued as one or more Notes held by the Book-Book Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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-Book Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement agxxxxxxt that it has with the Depository authorizing it to act as such. The Book-Book Entry Custodian may, and, if it is no longer qualified to act as such, the Book-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-Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Book Entry Custodian under such conditions as the predecessor Book-Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the Depository is the successor to the Book-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-Book Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Notes held as Book-Book Entry Notes by the Book-Book Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

Book-Entry Notes. Each Class of Notes The Notes, upon original issuance, shall initially be issued as one or more in the form of typewritten Notes held by representing the Book-Entry Custodian orNotes, if appointed to hold such Notes as provided below, the be delivered to The Depository Trust Company, the initial DepositoryClearing Agency, and registered in by, or on behalf of, the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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 suchIssuer. The Book-Entry Custodian may, and, if it is no longer qualified to act as suchNotes shall be registered initially on the Note Register in the name of Cede & Co., the Book-Entry Custodian shall, appoint, by a written instrument delivered to nominee of 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 Depository 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 inspectinitial 14 20 Clearing Agency, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial no Note Owner will thereof shall receive a Definitive definitive Note representing such Beneficial Note Owner's interest in such Note, except as provided in Section 4.082.13. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial such Note Owners pursuant to Section 4.08:2.13: (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 of the Notes, and shall have no obligation to the Note Owners; (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 and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency 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; (v) whenever this Indenture requires or permits actions to be taken based upon written instructions or directions of Holders of Notes evidencing a specified percentage of the principal amount of the Notes or any Class of Notes Outstanding, 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 Notes or such Class of Notes and has delivered such written instructions to the Indenture Trustee; and (vi) the Clearing Agency may be treated by the Indenture Trustee and its agents, employees, officers and directors as the absolute owner of the Notes for all purposes whatsoever. SECTION 2.12

Book-Entry Notes. Each Class of Notes shall initially The Notes, upon original issue, will be issued as one or more Book-Entry Notes held by the Book-Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of the Depository or its nominee Cede & Co. Except and, except as provided below, registration of such Notes may not be transferred by the Indenture Trustee except to another Depository that agrees to hold such Notes for the respective Beneficial OwnersNote Owners with Ownership Interests therein. The Note Owners shall hold their respective Ownership Interests in and to such Notes through the book-entry facilities of the Depository and, except as provided in Section 4.08, shall not be entitled to definitive, fully registered Notes ("Definitive Notes") in respect of such Ownership Interests. All transfers by Note Owners of their respective Ownership Interests in the Notes shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Note Owner. Each Depository Participant shall only transfer the Ownership Interests in the 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. The Book-Entry Custodian may, and, and if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a written instrument delivered to the Issuer, the Depositor, the Master Servicer and, Indenture Trustee (if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, ) and 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 such appointment of other than the Depository is the successor to the Book-Entry CustodianDepository. 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 Issuer shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:.

Book-Entry Notes. Each Class This section shall apply only to ---------------- Global Notes deposited with or on behalf of the Depository. The Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the nominee of the Depository for such Global Notes and (ii) shall be delivered by the Indenture Trustee to such Depository or pursuant to such Depository's instructions or held by the Indenture Trustee's agent as custodian for the Depository. Such Global Notes shall initially be issued as one or more Notes held by registered on the Book-Entry Custodian or, if appointed to hold such Notes as provided belowNote Register in the name of Cede & Co., the Depository Trust Company, nominee of the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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 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 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 Depository 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 to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will shall receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued ---------------- to Beneficial Owners pursuant to Section 4.08:: (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 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 Global Notes, and shall have no obligation to the applicable Note Owners; (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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Note Owners and the Depository and/or the Depository Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository shall make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Global Notes to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Global Notes evidencing a specified percentage of the Principal Amount of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Global Notes and has delivered such instructions in writing to the Indenture Trustee. Section 4.07.

Book-Entry Notes. Each Class of Notes shall initially The Notes, upon original issuance, may be issued as one or more in the form of typewritten Notes held by representing the Book-Entry Custodian orNotes, if appointed to hold such Notes as provided below, the be delivered to The Depository Trust Company, the initial DepositoryClearing Agency, and by, or on behalf of, the Issuer. Such Notes may initially be registered on the Note Register in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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 Custodian may, and, if it is no longer qualified to act as suchCo., the Book-Entry Custodian shall, appoint, by a written instrument delivered to nominee of 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 Depository 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 inspectinitial Clearing Agency, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial no Note Owner will receive a Definitive Note representing such Beneficial Owner's Note Owners interest in such Note, except as provided in Section 4.082.12. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Note Owners pursuant to Section 4.08:2.12: the provisions of this Section shall be in full force and effect; 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; to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; 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. Unless and until Definitive Notes are issued pursuant to Section 2.12, 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; 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, 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 Notes or in the Notes of a Class, as the case maybe, and has delivered such instructions to the Indenture Trustee; and 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. Each Class of Notes shall initially be issued as one or more Notes held by the Book-Book Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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-Book Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement axxxxxxnt that it has with the Depository authorizing it to act as such. The Book-Book Entry Custodian may, and, if it is no longer qualified to act as such, the Book-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-Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Book Entry Custodian under such conditions as the predecessor Book-Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the Depository is the successor to the Book-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-Book Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Notes held as Book-Book Entry Notes by the Book-Book Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

Book-Entry Notes. Each Class of Notes shall initially (a) The Notes, on original issuance, will be issued as one or more Notes held by the BookIssuer in the form of typewritten Notes representing the book-Entry Custodian orentry Notes, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and . The book-entry Notes shall be registered initially on the Note Register in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may not be transferred by the Indenture 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 Custodian may, and, if it is no longer qualified to act as suchCo., the Book-Entry Custodian shall, appoint, by a written instrument delivered to nominee of 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 initial 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 Depository 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 to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial no Note Owner will receive a Definitive definitive Note representing such Beneficial Owner's its interest in such a Note, except as provided in Section 4.082.10. Unless and until Until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial the Note Owners pursuant to Section 4.08:2.10: (i) the provisions of this Section shall be in full force; (ii) the Note Registrar and the Indenture Trustee may deal with the Depository for all purposes of this Indenture (including the payment of principal and interest on the Notes and accepting instructions under this Indenture) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (iii) to the extent that this Section conflicts with any other provisions of this Indenture, this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between the Note Owners and the Depository; (v) until definitive Notes are issued pursuant to Section 2.10, the Depository will make book-entry transfers among the Depository's participants and receive and transmit payments of principal and interest on the Notes to the Depository's participants; (vi) whenever this Indenture requires or permits actions to be taken based on instructions from Holders of Notes evidencing a specified percentage of the Outstanding Amount, the Depository shall be treated as representing that percentage only to the extent that it has received instructions to that effect from Note Owners owning the required percentage of the beneficial interest in the Notes and has delivered the instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners.

Book-Entry Notes. Each Class (a) The Book-Entry Notes of Notes each Series shall initially be issued delivered as one or more Notes held by the Book-Entry Custodian or, if appointed to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of the Depository or its nominee Cede & Co. Except and, except as set forth in any related Series Supplement or as otherwise provided in Section 2.06(c) below, registration transfer of such Notes may not be transferred registered by the Indenture Trustee except Note Registrar unless such transfer is to another a successor Depository that agrees to hold such Notes for the respective Beneficial OwnersNote Owners with Ownership Interests therein. Except as provided in Sections 2.01 and 2.05 above, and Section 2.06(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 Book-Entry Custodian shall, appoint, by a written instrument delivered to the DepositorIssuer, the Master Servicer Property Manager, the Issuer Manager and the 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, 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 such appointment other than with respect to an appointment of the Depository is the successor to the Book-Entry CustodianDepository. 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 ’s duties as Book-Entry Custodian. The Depositor Issuer shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08:.

Book-Entry Notes. Each Class of Notes The Issuer’s Book-entry notes (“Book-Entry Notes”) shall initially not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”) in the form of Exhibit A, with restricted legend as one or more Notes held provided in any related dealer agreement affixed thereto, executed by the Issuer and the Guarantor pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”). JPMorgan shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry Custodian orentry Notes shall be subject to DTC’s rules and procedures, if appointed as amended from time to hold such Notes as provided below, the Depository Trust Company, the initial Depository, and registered in the name of its nominee Cede & Co. Except as provided below, registration of such Notes may time. JPMorgan shall not be transferred by liable or responsible for sending transaction statements of any kind to DTC’s participants or the Indenture Trustee except to another Depository that agrees to hold such Notes for the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as beneficial owners of the Book-Entry Custodian entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s program, the Issuer and hereby agrees Guarantor understand that JPMorgan has previously entered into a commercial paper Certificate Agreement with DTC, a copy of which, as amended or otherwise modified and currently in effect, is attached as Exhibit B hereto and as one of the conditions of their participation therein, it shall be necessary for the Issuer, the Guarantor and JPMorgan to act as enter into a Letter of Representations, in the form of Exhibit C hereto, and for DTC to receive and accept such in accordance herewith and in Letter of Representation. In accordance with DTC’s program, JPMorgan shall obtain from the agreement that it has with the Depository authorizing it CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-entry Notes, and JPMorgan shall deliver such list to act as suchDTC. The CUSIP Service Bureau shall bxxx the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s 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 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 Depository 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 to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive entry Notes") have been issued to Beneficial Owners pursuant to Section 4.08:.