Common use of Book-Entry Notes Clause in Contracts

Book-Entry Notes. (a) The Book-Entry Notes shall be issued as one or more Notes held by a custodian on behalf of the Depository (the “Book-Entry Custodian”) or, if appointed to hold such Notes as provided below, the Depository and registered in the name of the Depository or its nominee and, except as provided in Section 2.13(c), transfer of the Notes may not be registered by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. 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 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 such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The 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. (b) The Issuer, the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depository as the authorized representative of the Note Owners with respect to such Notes for the purposes of exercising the rights of Note Owners hereunder. The rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Each Class of Notes shall initially be issued as one or more Notes held by a custodian on behalf of the Depository (the “Book-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 and, except Cede & Co. Except as provided in Section 2.13(c)below, transfer registration of the such Notes may not be registered transferred by the Note Registrar unless such transfer is Indenture Trustee except to a successor another Depository that agrees to hold such Notes for the respective Note 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 proceduresBeneficial Owners. The Indenture Trustee is hereby initially appointed as the Book-Book Entry Custodian and hereby agrees to act as such in accordance herewith he▇▇▇▇▇▇ 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 Issuer 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 such appointment of other than new appointment, except if the DepositoryDepository 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 's duties as Book-Book Entry Custodian. The Depositor, the Administrators and the Issuer 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: (bi) The Issuer, the provisions of this Section 4.06 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, 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 authorized representative sole holder of the Note Notes, and shall have no obligation to the Owners of Notes; (iii) to the extent that the provisions of this Section 4.06 conflict with respect to such Notes for any other provisions of this Indenture, the purposes provisions of exercising this Section 4.06 shall control; (iv) the rights of Note Beneficial Owners hereunder. The rights of Note Owners with respect to shall be exercised only through the Book-Entry Notes Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and brokerage firms representing receive and transmit payments of principal of and interest on the 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 Notes evidencing a specified percentage of the aggregate Note Owners. Multiple requests and directions from, and votes ofBalance of the Notes, the Depository as Holder 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 Book-Entry beneficial interest in the Notes with respect and has delivered such instructions to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Except as otherwise provided in this Section, the Notes shall be issued as in the form of one or more global note with respect to each Class of Notes held by a custodian on behalf of the Depository (the “Book-Entry Custodian”) or, if appointed to hold such Notes as provided below, the Depository and shall be registered in the name of the Securities Depository or its nominee andand ownership thereof shall be maintained in book-entry form by the Securities Depository for the account of the Agent Members. Initially, except each of the Class A-1 Note, Class A-2-A Note, Class A-2-B Note, Class A-3-A Note, Class A-3-B Note, Class A-4-A Note, Class A-4-B Note and Class B Note shall be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Except as provided in Section 2.13(c)this Section, transfer the Notes of a Class of Notes may be transferred, in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository or to a successor Securities Depository selected or approved by the Owner Trustee or to a nominee of such successor Securities Depository. Each global note shall bear a legend substantially to the following effect: "EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS GLOBAL CERTIFICATE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OR SUCCESSOR SECURITIES DEPOSITORY." Except as otherwise provided herein, the Owner Trustee, the Note Insurer and the Indenture Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Notes, (ii) the delivery to any Agent Member, beneficial owner of any Class of the Notes may or other Person, other than the Securities Depository, of any notice with respect to the Notes or (iii) the payment to any Agent Member, beneficial owner of any Class of the Notes or other Person, other than the Securities Depository, of any amount with respect to the payment of principal of or interest on any Class of the Notes. So long as Definitive Notes for any Class of the Notes issued under this Indenture are not be registered by issued pursuant to this Section, the Owner Trustee, the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Such Note Owners shall hold Insurer 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 Issuer and, if the Indenture Trustee is not shall treat the Book-Entry CustodianSecurities Depository as, and deem the Securities Depository to be, the Indenture Trustee, any other transfer agent (including absolute owner of such Class of 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 such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The 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. (b) The Issuer, the Indenture Trustee and the Administrators and any of their respective agents may for all purposespurposes whatsoever, including including, without limitation, (i) the making payment of payments due principal of and interest on the Book-Entry such Notes, deal with the Depository as the authorized representative (ii) giving notices of the Note Owners redemption and other matters with respect to such Notes for the purposes of exercising the rights of Note Owners hereunder. The rights of Note Owners and (iii) registering transfers with respect to such Notes. In connection with any notice or other communication to be provided to the Book-Entry Notes shall be limited Noteholders pursuant to those established this Indenture by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, Owner Trustee or the Depository as Holder of the Book-Entry Notes Indenture Trustee with respect to any particular matter consent or other action to be taken by Noteholders, the Owner Trustee or the Indenture Trustee, as the case may be, shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date for such consent or other action and, if the Securities Depository shall hold all of the Notes of the applicable Class of the Notes, give the Securities Depository notice of such record date not less than fifteen (15) calendar days in connection with solicitations advance of consents from or voting by Note Owners and shall give such record date to the extent possible. Such notice to the Securities Depository shall be given only when the Securities Depository is the sole Noteholder of such record date. (c) a Class of Notes. If (i) at any time the Issuer advises Securities Depository notifies the Owner Trustee and the Indenture Trustee and the Note Registrar in writing that the Depository it is no longer willing unwilling or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the continue as Securities Depository with respect to any or all of the Book-Entry Notes (or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event other applicable statute or regulation and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) a successor Securities Depository is not appointed by the Book-Entry Custodian Owner Trustee within ninety (90) days after the Owner Trustee receives notice or the Depositorybecomes aware of such condition, as applicablethe case may be, accompanied by registration instructions from then the Depository for registration of transfer, two preceding paragraphs shall no longer be applicable and the Issuer Owner Trustee shall execute, execute and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such deliver notes representing each Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, Notes as provided otherwise in this Article II and the Indenture TrusteeTrustee shall thereafter recognize the Noteholders as the record Holders of the Notes under this Indenture. In addition, the Owner Trustee or may determine at any agent thereof time that the Notes shall no longer be represented by global notes and that the provisions of the two preceding paragraphs of this Section shall no longer apply to the Notes. In such event, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the Notes as provided otherwise in this Article II. Notes issued in exchange for a global certificate pursuant to this Section 2.12 shall be liable for any delay registered in delivery of such names and authorized denominations as the Securities Depository, pursuant to the instructions from the Agent Members or otherwise, shall instruct the Owner Trustee and may conclusively rely onthe Indenture Trustee. The Indenture Trustee shall promptly deliver such certificates representing the Notes to the Persons in whose names such Notes are so registered. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such until Definitive Notes shall be recognized as have been issued to Note Owners hereunder andpursuant to this Section, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason shall give all notices and communications specified herein to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable given to Noteholders to the Indenture Trustee as an Extraordinary ExpenseSecurities Depository.

Book-Entry Notes. On the Closing Date, the Notes will be issued in the form of typewritten global Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee as custodian for The Depository Trust Company (athe initial Clearing Agency) by, or on behalf of, the Issuer. The Book-Entry Notes shall be issued as one or more Notes held by a custodian registered initially on behalf of the Depository (the “Book-Entry Custodian”) or, if appointed to hold such Notes as provided below, the Depository and registered Note Register in the name of Cede & Co., the Depository nominee of the initial Clearing Agency; no Beneficial Owner thereof will receive or its nominee andbe entitled to receive a Definitive Note representing such Beneficial Owner's beneficial interest in such Note, except as provided in Section 2.13(c), transfer 2.13 with respect to Book-Entry Termination; and registration of the Notes may not be registered transferred by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. 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 upon Book-Entry Notes shall be made in accordance with Termination. Until 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 occurrence of 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 suchTermination, the Book-Entry Custodian shall, appoint, by a written instrument delivered to the 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 Note Registrar shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The 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. (b) The Issuer, the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depository Clearing Agency as the authorized representative sole Holder of the Note Owners with respect to such Notes for the purposes of exercising the rights of Note Owners Noteholders hereunder. The Indenture Trustee, the Note Registrar, the Issuer and 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 with respect to of the Book-Entry Notes that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be limited responsible for disbursing funds to those established the Beneficial Owners of the Book-Entry Notes that it represents. All such credits and disbursements are to be made by law and agreements between such Note Owners the Clearing Agency and the Depository Clearing Agency Participants and brokerage firms representing such in accordance with their respective procedures. None of the Indenture Trustee, the Note OwnersRegistrar, the Issuer, or any Paying Agent or the Note Insurer shall have any responsibility therefor. Multiple requests Requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes with respect to any particular matter such representatives shall not be deemed to be inconsistent if they are made with respect to different Note Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Notes shall be issued delivered 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 Depository, and registered in the name of the Depository or its nominee and, except as otherwise provided in Section 2.13(c2.10(c), transfer of the such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Such Except as provided in Section 2.10(c), 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(c2.10(c), shall not be entitled to physicaldefinitive, fully registered Notes (each a “Definitive NoteNotes”) 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 Issuer 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, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than with respect to an appointment of the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The 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. (b) The Issuer, the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depository as the authorized representative of the Note Owners with respect to such Notes for the purposes of exercising the rights of Note Owners hereunder. The rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Notes shall be issued delivered 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 and registered in the name of the Depository or its nominee and, except as provided in Section 2.13(c)2.06(c) below, transfer of the such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Such Except as provided in 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 Section 2.13(c)2.06(c) below, shall not be entitled to physicaldefinitive, fully registered Notes (each a “Definitive NoteNotes”) 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 Issuer Issuer, the Property Manager and Special Servicer, and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The 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. (b) The Issuer, the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depository as the authorized representative of the Note Owners with respect to such Notes for the purposes of exercising the rights of Note Owners hereunder. The rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Notes of each Series shall be issued delivered 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 and registered in the name of the Depository or its nominee and, except as provided in Section 2.13(c)2.06(c) below, transfer of the such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Such Except as provided in 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 Section 2.13(c)2.06(c) below, shall not be entitled to physicaldefinitive, fully registered Notes (each a “Definitive NoteNotes”) 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 Issuer Issuers, the Property Manager and Special Servicer, and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe; provided, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The Depositor, the Administrators and the Issuer Issuers shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian. (b) The IssuerIssuers, the Indenture Trustee Trustee, the Property Manager, the Special Servicer, the Back-Up Manager and the Administrators and any of their respective agents Note Registrar may for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depository as the Noteholder and the authorized representative of the Note Owners with respect to such Notes for and as sole Noteholder of such Notes, and shall have no obligations to the purposes of exercising the Note Owners. The rights of Note Owners hereunder. The of each such Series of Notes shall be exercised only through the Depository and the applicable Depository Participants and the rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners, and all references in this Indenture to actions by the Noteholders shall refer to actions taken by the Depositor upon instructions from the Depository Participants, and all references in this Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Depositor, as registered holder of the Notes of such Series of Notes for distribution to the Note Owners in accordance with the procedures of the Depository. Multiple requests and directions from, and votes of, the Depository as Holder holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners Noteholders and shall give notice to the Depository of such record date. Whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the principal amount of Notes, the applicable Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. Whenever notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to such Note Owners, the Indenture Trustee and the Issuers shall give all such notices and communications specified herein to be given to Noteholders to the applicable Depository for distribution to the Note Owners. (c) If (i) the Issuer advises Issuers advise the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), and (ii) the Issuers are unable to locate a qualified successor, the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any the Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by and the delivery of registration instructions from the Depository for registration of transfer, the Issuer applicable Issuers shall execute, and the Indenture Trustee shall authenticate cause to be authenticated and deliverdelivered, the Definitive Notes in respect of such Class (or portion thereof) Notes to the Note Owners identified in such instructions. None of the Issuer, the Administratorsapplicable Issuers, the Indenture Trustee, the Owner Trustee Collateral Agent, the Property Manager, the Special Servicer, the Back-Up Manager or any agent thereof the Note Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. . (d) Upon the issuance of Definitive Notes Notes, for purposes of evidencing ownership of any Notes formerly held as Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners Noteholders hereunder and, accordingly, shall be entitled directly to all benefits associated receive payments on, to exercise voting and consent rights with such Definitive Notes respect to, and to transfer and exchange such Definitive Notes. (d) If . Upon the Indenture Trustee is required for any reason issuance of Definitive Notes, all references herein to obtain a list of Note Owners from obligations imposed upon or to be performed by the Depository, the costs of obtaining that list applicable Depository with respect to such Notes shall be an expense of deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee shall recognize the Noteholders of the Definitive Notes of such expense Series of Notes as Noteholders of such Series of Notes hereunder. (e) Each of the Issuers shall be reimbursable provide an adequate inventory of Definitive Notes of each Class of each Series to the Indenture Trustee as an Extraordinary ExpenseTrustee.

Book-Entry Notes. (a) The Book-Entry Each Class of Notes shall initially be issued as one or more Notes held by a custodian on behalf of the Depository (the “Book-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 and, except Cede & Co. Except as provided in Section 2.13(c)below, transfer registration of the such Notes may not be registered transferred by the Note Registrar unless such transfer is Indenture Trustee except to a successor another Depository that agrees to hold such Notes for the respective Note 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 proceduresBeneficial 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 accordan▇▇ ▇▇th 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 Issuer 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 such appointment of other than new appointment, except if the DepositoryDepository 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 's duties as Book-Book Entry Custodian. The Depositor, the Administrators and the Issuer 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: (bi) The Issuer, the provisions of this Section 4.06 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, 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 authorized representative sole holder of the Note Notes, and shall have no obligation to the Owners of Notes; (iii) to the extent that the provisions of this Section 4.06 conflict with respect to such Notes for any other provisions of this Indenture, the purposes provisions of exercising this Section 4.06 shall control; (iv) the rights of Note Beneficial Owners hereunder. The rights of Note Owners with respect to shall be exercised only through the Book-Entry Notes Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and brokerage firms representing receive and transmit payments of principal of and interest on the 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 Notes evidencing a specified percentage of the aggregate Note Owners. Multiple requests and directions from, and votes ofBalance of the Notes, the Depository as Holder 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 Book-Entry beneficial interest in the Notes with respect and has delivered such instructions to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Each Class of Notes shall initially be issued as one or more Notes held by a custodian on behalf of the Depository (the “Book-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 and, except Cede & Co. Except as provided in Section 2.13(c)below, transfer registration of the such Notes may not be registered transferred by the Note Registrar unless such transfer is Indenture Trustee except to a successor another Depository that agrees to hold such Notes for the respective Note 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 proceduresBeneficial 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 ag▇▇▇▇▇▇t 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 Issuer 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 such appointment of other than new appointment, except if the DepositoryDepository 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 's duties as Book-Book Entry Custodian. The Depositor, the Administrators and the Issuer 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: (bi) The Issuer, the provisions of this Section 4.06 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, 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 authorized representative sole holder of the Note Notes, and shall have no obligation to the Owners of Notes; (iii) to the extent that the provisions of this Section 4.06 conflict with respect to such Notes for any other provisions of this Indenture, the purposes provisions of exercising this Section 4.06 shall control; (iv) the rights of Note Beneficial Owners hereunder. The rights of Note Owners with respect to shall be exercised only through the Book-Entry Notes Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and brokerage firms representing receive and transmit payments of principal of and interest on the 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 Notes evidencing a specified percentage of the aggregate Note Owners. Multiple requests and directions from, and votes ofBalance of the Notes, the Depository as Holder 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 Book-Entry beneficial interest in the Notes with respect and has delivered such instructions to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Notes shall be issued delivered 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 and registered in the name of the Depository or its nominee and, except as provided in Section 2.13(c)2.07(c) and (d) below, transfer of the such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Such 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 2.13(c)2.07(c) and (d) below, shall not be entitled to physicaldefinitive, fully registered Notes (each a “Definitive NoteNotes”) 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 Issuer Issuer, the Property Manager and Special Servicer, and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The 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. (b) The Issuer, the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depository as the authorized representative of the Note Owners with respect to such Notes for the purposes of exercising the rights of Note Owners hereunder. The rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Owner of all of the Series 2007 Notes shall initially be the Note Depository, provided that the Notes shall be issued as one or more Notes held by a custodian on behalf registered in the Note Register in the name of CEDE & Co., the nominee of the Depository (the “Book-Entry Custodian”) orNote Depository. Payment of principal, redemption premium, if appointed to hold such Notes as provided belowany, the Depository and interest payment on any Note registered in the name of the Depository or its nominee and, except as provided in Section 2.13(c), transfer of the Notes may not be registered by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. 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 CEDE & Co. shall be made in accordance with on the procedures established applicable Interest Payment Date or Principal Payment Date by wire transfer of same day funds to the Depository Participant or brokerage firm representing each such Note Owner. Each Depository Participant account of CEDE & Co. Such payments shall only transfer be made to CEDE & Co. at the Ownership Interests address which is, on the Record Date, shown for CEDE & Co. in the Book-Entry Notes registration books 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 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 such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The 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 CustodianRegistrar. (b) The Notes shall be issued in the form of a single, separate, authenticated Note, fully registered in the aggregate principal amount due at maturity, and will be deposited with the Note Depository. The Issuer, Trustee, Paying Agent, Registrar, and Authenticating Agent, as the case may be, may treat the Note Depository (or its nominee) as the sole and exclusive owner of the Notes registered in its name for the purpose of payment of the principal, redemption premium, if any, or interest on the Notes, obtaining any consent or other action to be taken by Noteholders and for all other purposes whatsoever. The Issuer, the Indenture Trustee Trustee, the Paying Agent, the Registrar, and Authenticating Agent, as the Administrators and case may be, shall not have any of their respective agents may for all purposesresponsibility or obligation to any Participant, including any person claiming a beneficial ownership interest in the making of payments due Notes under or through the Note Depository or any Participant, or any other person which is not shown on the Book-Entry Notesregistration books as being a Noteholder, deal with as to: the accuracy of any records maintained by the Note Depository as or any Participant; the authorized representative payment of the Note Depository or any Participant of any amount in respect of the principal, redemption price, if any, or interest on the Notes; the selection by the Note Depository or any Participant of any person to receive payment in the event of a partial redemption of the Notes; or any consent given or other action taken by the Note Depository as Noteholder. The Issuer shall pay all principal of, redemption premium, if any, and interest on the Notes only to the Note Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of, redemption premium, if any, and interest on the Notes to the extent of the sum or sums so paid. No person other than the Note Depository shall receive an authenticated Note evidencing the obligation of the Issuer to make payments of principal of, redemption premium, if any, and interest on the Notes pursuant to this Indenture. Upon delivery by the Note Depository of written notice to the effect that the Note Depository has determined to substitute a new nominee in place of CEDE & Co., and subject to the provisions herein with respect to Record Dates, the words “CEDE & Co.” in this Indenture shall refer to such new nominee of the Note Depository. (c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners or the Issuer that the Owners be able to obtain Note certificates and that such certificates should, therefore, be made available, and notifies the Note Depository of such determination, then the Note Depository will notify the Participants of the availability of such certificates through the Note Depository. In such event, the Trustee shall authenticate and shall transfer and exchange Note certificates as requested by the Note Depository and any other Noteholders in appropriate amounts. The Note Depository may determine to discontinue providing services with respect to such Notes at any time by giving written notice to the Issuer, the Registrar and the Trustee pursuant to Article XIII and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor Note Depository), the Issuer shall be obligated to deliver Notes as described in this Indenture. In the event Note certificates are issued, the provisions of this Indenture shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal, principal, redemption premium, if any, and interest on such certificates. Whenever the Note Depository requests the Issuer to do so, the Issuer will cooperate with the Note Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Notes to the Participant having Notes credited to the Note Depository account, or (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Notes. (d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Note is registered in the name of CEDE & Co., as nominee of the Note Depository, all payments with respect to principal, redemption premium, if any, and interest on such Note and all notices with respect to such Note shall be made and given, respectively, to the Note Depository as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Noteholders pursuant to this Indenture by the Issuer with respect to any consent or other action to be taken by Noteholders, the Trustee shall establish a record date for such consent or other action and give the Note Depository notice of such record date not less than fifteen (15) days in advance of such record date, to the extent possible. Notice to the Note Depository shall be given only when the Note Depository is the sole Noteholder. (f) the provisions of this Section shall be in full force and effect; (g) the Registrar shall be entitled to deal with the Note Depository for all purposes of exercising 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; (h) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (i) the rights of Note Owners hereunder. The rights of shall be exercised only through the Note Owners with respect to the Book-Entry Notes Depository and shall be limited to those established by law and agreements between such Note Owners and the Note Depository Participants and/or the Participants. Unless and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry until Definitive Notes with respect are issued pursuant to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof)Section 2.13, the Note Registrar shall notify all affected not register any transfer of a beneficial interest in a Book-Entry Note; and the initial Note Owners, through Depository will make book-entry transfers among the Depository, Participants and receive and transmit payments of principal of and interest on the occurrence of any such event and of the availability of Definitive Notes to such Participants; and (j) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Controlling Party, the Note Owners requesting the same. Upon surrender Depository shall be deemed to represent such percentage only to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration extent that it has received instructions to such effect from the Depository for registration Controlling Party and/or Participants owning or representing, respectively, such required percentage of transfer, the Issuer shall execute, beneficial interest in the Notes and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of has delivered such Class (or portion thereof) instructions to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Notes of each Series shall be issued delivered 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 and registered in the name of the Depository or its nominee and, except as provided in Section 2.13(c)2.06(c) below, transfer of the such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Such Except as provided in 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 Section 2.13(c)2.06(c) below, shall not be entitled to physicaldefinitive, fully registered Notes (each a “Definitive NoteNotes”) 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 Issuer Issuer, the Property Manager and Special Servicer, and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe; provided, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The 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. (b) The Issuer, the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depository as the authorized representative of the Note Owners with respect to such Notes for the purposes of exercising the rights of Note Owners hereunder. The rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. Each Class of Notes (aother than the Class IX, Class IN, Class R, Class R-4, Class IIX and Class IIN) 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 and, except Cede & Co. Except as provided in Section 2.13(c)below, transfer registration of the such Notes may not be registered transferred by the Note Registrar unless such transfer is Indenture Trustee except to a successor another Depository that agrees to hold such Notes for the respective Note 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 proceduresBeneficial 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 Issuer Depositor, the 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 such appointment of other than new appointment, except if the DepositoryDepository 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 's duties as Book-Entry Custodian. The Depositor, the Administrators and the Issuer 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: (bi) The Issuer, the provisions of this Section 4.06 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, 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 authorized representative sole holder of the Note Notes, and shall have no obligation to the Owners of Notes; (iii) to the extent that the provisions of this Section 4.06 conflict with respect to such Notes for any other provisions of this Indenture, the purposes provisions of exercising this Section 4.06 shall control; (iv) the rights of Note Beneficial Owners hereunder. The rights of Note Owners with respect to shall be exercised only through the Book-Entry Notes Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and brokerage firms representing such Note Owners. Multiple requests receive and directions from, transmit payments of principal of and votes of, interest on the Depository as Holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the aggregate Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (Balance or any portion thereof) by the Book-Entry Custodian or the DepositoryNotional Amount, as applicable, accompanied by registration instructions from of the Notes, the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of be deemed to represent such Class (or portion thereof) percentage only to the Note extent that it has received instructions to such effect from Beneficial Owners identified in and/or Depository Participants owning or representing, respectively, such instructions. None required percentage of the Issuer, beneficial interest in the Administrators, Notes and has delivered such instructions to the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Except as otherwise provided in this Section, the Notes shall be issued as in the form of one or more global note with respect to each Class of Notes held by a custodian on behalf of the Depository (the “Book-Entry Custodian”) or, if appointed to hold such Notes as provided below, the Depository and shall be registered in the name of the Securities Depository or its nominee andand ownership thereof shall be maintained in book-entry form by the Securities Depository for the account of the Agent Members. Initially, except each Class A-1 Note, Class A-2 Note, Class A-3-A Note, Class A-3-B Note, Class A-4-A Note and Class A-4-B Note shall be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. The Class B Notes shall be issued as Definitive Notes pursuant to Section 2.13 herein and shall be eligible to be transferred to global notes upon completion of acceptable transfer thereof. Except as provided in Section 2.13(c)this Section, transfer the Notes of a Class of Notes may be transferred, in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository or to a successor Securities Depository selected or approved by the Issuer or to a nominee of such successor Securities Depository. Each global note shall bear a legend substantially to the following effect: "EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS GLOBAL CERTIFICATE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OR SUCCESSOR SECURITIES DEPOSITORY." Except as otherwise provided herein, the Issuer, the Note Insurer and the Indenture Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Notes, (ii) the delivery to any Agent Member, beneficial owner of any Class of the Notes may or other Person, other than the Securities Depository, of any notice with respect to the Notes or (iii) the payment to any Agent Member, beneficial owner of any Class of the Notes or other Person, other than the Securities Depository, of any amount with respect to the payment of principal of or interest on any Class of the Notes. So long as Definitive Notes for any Class of the Notes issued under this Indenture are not be registered by issued pursuant to this Section, the Issuer, the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Such Note Owners shall hold Insurer 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 Issuer and, if the Indenture Trustee is not shall treat the Book-Entry CustodianSecurities Depository as, and deem the Securities Depository to be, the Indenture Trustee, any other transfer agent (including absolute owner of such Class of 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 such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The 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. (b) The Issuer, the Indenture Trustee and the Administrators and any of their respective agents may for all purposespurposes whatsoever, including including, without limitation, (i) the making payment of payments due principal of and interest on the Book-Entry such Notes, deal with the Depository as the authorized representative (ii) giving notices of the Note Owners redemption and other matters with respect to such Notes for the purposes of exercising the rights of Note Owners hereunder. The rights of Note Owners and (iii) registering transfers with respect to such Notes. In connection with any notice or other communication to be provided to the Book-Entry Notes shall be limited Noteholders pursuant to those established this Indenture by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, Issuer or the Depository as Holder of the Book-Entry Notes Indenture Trustee with respect to any particular matter shall not consent or other action to be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting taken by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transferNoteholders, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, as the Owner Trustee case may be, shall establish a record date for such consent or any agent thereof other action and, if the Securities Depository shall hold all of the Notes of the applicable Class of the Notes, give the Securities Depository notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. Such notice to the Securities Depository shall be liable for any delay in delivery given only when the Securities Depository is the sole Noteholder of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance a Class of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Term Notes shall initially be issued as one or more Term Notes held by a custodian on behalf of the Depository (the “Book-Entry Custodian”) 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 the Depository or its nominee and, except Cede & Co. Except as provided in Section 2.13(c)below, transfer registration of the such Term Notes may not be registered transferred by the Note Registrar unless such transfer is Indenture Trustee except to a successor another Depository that agrees to hold such Term Notes for the respective Note 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 proceduresBeneficial 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 Issuer 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 such appointment of other than new appointment, except if the Depository. If the Indenture Trustee resigns or Depository 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, 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. (b) The Issuer, the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depository as the authorized representative of the Note Owners with respect to such Notes for the purposes of exercising the rights of Note Owners hereunder. The rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.Entry

Book-Entry Notes. (a) The Book-Entry Each Class of Notes shall initially be issued as one or more Notes held by a custodian on behalf of the Depository (the “Book-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 and, except Cede & Co. Except as provided in Section 2.13(c)below, transfer registration of the such Notes may not be registered transferred by the Note Registrar unless such transfer is Indenture Trustee except to a successor another Depository that agrees to hold such Notes for the respective Note 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 proceduresBeneficial 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 ▇▇▇▇▇▇ent 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 Issuer 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 such appointment of other than new appointment, except if the DepositoryDepository 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 's duties as Book-Book Entry Custodian. The Depositor, the Administrators and the Issuer 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: (bi) The Issuer, the provisions of this Section 4.06 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, 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 authorized representative sole holder of the Note Notes, and shall have no obligation to the Owners of Notes; (iii) to the extent that the provisions of this Section 4.06 conflict with respect to such Notes for any other provisions of this Indenture, the purposes provisions of exercising this Section 4.06 shall control; (iv) the rights of Note Beneficial Owners hereunder. The rights of Note Owners with respect to shall be exercised only through the Book-Entry Notes Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and brokerage firms representing receive and transmit payments of principal of and interest on the 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 Notes evidencing a specified percentage of the aggregate Note Owners. Multiple requests and directions from, and votes ofBalance of the Notes, the Depository as Holder 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 Book-Entry beneficial interest in the Notes with respect and has delivered such instructions to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Each Class of Notes shall initially be issued as one or more Notes held by a custodian on behalf of the Depository (the “Book-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 and, except Cede & Co. Except as provided in Section 2.13(c)below, transfer registration of the such Notes may not be registered transferred by the Note Registrar unless such transfer is Indenture Trustee except to a successor another Depository that agrees to hold such Notes for the respective Note 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 proceduresBeneficial Owners. The Indenture Trustee is hereby initially appointed as the Book-Book Entry Custodian and hereby agrees to act as such in accordance ▇▇▇▇▇dance 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 Issuer 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 such appointment of other than new appointment, except if the DepositoryDepository 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 's duties as Book-Book Entry Custodian. The Depositor, the Administrators and the Issuer 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: (bi) The Issuer, the provisions of this Section 4.06 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, 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 authorized representative sole holder of the Note Notes, and shall have no obligation to the Owners of Notes; (iii) to the extent that the provisions of this Section 4.06 conflict with respect to such Notes for any other provisions of this Indenture, the purposes provisions of exercising this Section 4.06 shall control; (iv) the rights of Note Beneficial Owners hereunder. The rights of Note Owners with respect to shall be exercised only through the Book-Entry Notes Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and brokerage firms representing receive and transmit payments of principal of and interest on the 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 Notes evidencing a specified percentage of the aggregate Note Owners. Multiple requests and directions from, and votes ofBalance of the Notes, the Depository as Holder 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 Book-Entry beneficial interest in the Notes with respect and has delivered such instructions to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Each Class of Notes shall initially be issued as one or more Notes held by a custodian on behalf of the Depository (the “Book-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 and, except Cede & Co. Except as provided in Section 2.13(c)below, transfer registration of the such Notes may not be registered transferred by the Note Registrar unless such transfer is Indenture Trustee except to a successor another Depository that agrees to hold such Notes for the respective Note 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 proceduresBeneficial 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 a▇▇▇▇▇▇nt 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 Issuer 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 such appointment of other than new appointment, except if the DepositoryDepository 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 's duties as Book-Book Entry Custodian. The Depositor, the Administrators and the Issuer 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: (bi) The Issuer, the provisions of this Section 4.06 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, 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 authorized representative sole holder of the Note Notes, and shall have no obligation to the Owners of Notes; (iii) to the extent that the provisions of this Section 4.06 conflict with respect to such Notes for any other provisions of this Indenture, the purposes provisions of exercising this Section 4.06 shall control; (iv) the rights of Note Beneficial Owners hereunder. The rights of Note Owners with respect to shall be exercised only through the Book-Entry Notes Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and brokerage firms representing receive and transmit payments of principal of and interest on the 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 Notes evidencing a specified percentage of the aggregate Note Owners. Multiple requests and directions from, and votes ofBalance of the Notes, the Depository as Holder 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 Book-Entry beneficial interest in the Notes with respect and has delivered such instructions to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Notes shall Notes, upon original issue, will be issued as one or more Book-Entry 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 and registered in the name of the Depository or its nominee and, except as provided in Section 2.13(c)below, transfer registration of the such Notes may not be registered transferred by the Note Registrar unless such transfer is Indenture Trustee except to a successor another Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Such The 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)4.08, shall not be entitled to physicaldefinitive, fully registered Notes (each a “"Definitive Note”Notes") 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 '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 andIssuer, the Depositor, the 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 such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s 's duties as Book-Entry Custodian. The 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. (b) The Issuer, the Indenture Trustee and the Administrators and any of their respective agents may for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depository as the authorized representative of the Note Owners with respect to such Notes for the purposes of exercising the rights of Note Owners hereunder. The rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Note Owners and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the Depository with respect to the Book-Entry Notes (or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, the Indenture Trustee, the Owner Trustee or any agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Note Owners hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable to the Indenture Trustee as an Extraordinary Expense.

Book-Entry Notes. (a) The Book-Entry Except as otherwise provided in this Section, the Notes shall be issued as in the form of one or more global note with respect to each Class of Notes held by a custodian on behalf of the Depository (the “Book-Entry Custodian”) or, if appointed to hold such Notes as provided below, the Depository and shall be registered in the name of the Securities Depository or its nominee andand ownership thereof shall be maintained in book-entry form by the Securities Depository for the account of the Agent Members. Initially, except each Class A-1 Note, Class A-2 Note, Class A-3-A Note, Class A-3-B Note and Class A-4 Note shall be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. The Class B-1 Notes and Class B-2 Notes shall be issued as Definitive Notes pursuant to Section 2.13 herein and shall be eligible to be transferred to global notes upon completion of acceptable transfer thereof. Except as provided in Section 2.13(c)this Section, transfer the Notes of a Class of Notes may be transferred, in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository or to a successor Securities Depository selected or approved by the Owner Trustee or to a nominee of such successor Securities Depository. Each global note shall bear a legend substantially to the following effect: "EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS GLOBAL CERTIFICATE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OR SUCCESSOR SECURITIES DEPOSITORY." Except as otherwise provided herein, the Owner Trustee, the Note Insurer and the Indenture Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Notes, (ii) the delivery to any Agent Member, beneficial owner of any Class of the Notes may or other Person, other than the Securities Depository, of any notice with respect to the Notes or (iii) the payment to any Agent Member, beneficial owner of any Class of the Notes or other Person, other than the Securities Depository, of any amount with respect to the payment of principal of or interest on any Class of the Notes. So long as Definitive Notes for any Class of the Notes issued under this Indenture are not be registered by issued pursuant to this Section, the Owner Trustee, the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein. Such Note Owners shall hold Insurer 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 Issuer and, if the Indenture Trustee is not shall treat the Book-Entry CustodianSecurities Depository as, and deem the Securities Depository to be, the Indenture Trustee, any other transfer agent (including absolute owner of such Class of 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 such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The 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. (b) The Issuer, the Indenture Trustee and the Administrators and any of their respective agents may for all purposespurposes whatsoever, including including, without limitation, (i) the making payment of payments due principal of and interest on the Book-Entry such Notes, deal with the Depository as the authorized representative (ii) giving notices of the Note Owners redemption and other matters with respect to such Notes for the purposes of exercising the rights of Note Owners hereunder. The rights of Note Owners and (iii) registering transfers with respect to such Notes. In connection with any notice or other communication to be provided to the Book-Entry Notes shall be limited Noteholders pursuant to those established this Indenture by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, Owner Trustee or the Depository as Holder of the Book-Entry Notes Indenture Trustee with respect to any particular matter consent or other action to be taken by Noteholders, the Owner Trustee or the Indenture Trustee, as the case may be, shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date for such consent or other action and, if the Securities Depository shall hold all of the Notes of the applicable Class of the Notes, give the Securities Depository notice of such record date not less than fifteen (15) calendar days in connection with solicitations advance of consents from or voting by Note Owners and shall give such record date to the extent possible. Such notice to the Securities Depository shall be given only when the Securities Depository is the sole Noteholder of such record date. (c) a Class of Notes. If (i) at any time the Issuer advises Securities Depository notifies the Owner Trustee and the Indenture Trustee and the Note Registrar in writing that the Depository it is no longer willing unwilling or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option or after an Event of Default, Noteholders representing a majority of the Aggregate Note Balance advise the Book-Entry Custodian, the Administrators and the Note Registrar in writing that they elect to terminate the book-entry system through the continue as Securities Depository with respect to any or all of the Book-Entry Notes (or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or any portion thereof), the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event other applicable statute or regulation and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the Note Registrar of any Book-Entry Notes (or any portion thereof) a successor Securities Depository is not appointed by the Book-Entry Custodian Owner Trustee within ninety (90) days after the Owner Trustee receives notice or the Depositorybecomes aware of such condition, as applicablethe case may be, accompanied by registration instructions from then the Depository for registration of transfer, two preceding paragraphs shall no longer be applicable and the Issuer Owner Trustee shall execute, execute and the Indenture Trustee shall authenticate and deliver, the Definitive Notes in respect of such deliver notes representing each Class (or portion thereof) to the Note Owners identified in such instructions. None of the Issuer, the Administrators, Notes as provided otherwise in this Article II and the Indenture TrusteeTrustee shall thereafter recognize the Noteholders as the record Holders of the Notes under this Indenture. In addition, the Owner Trustee or may determine at any agent thereof time that the Notes shall no longer be represented by global notes and that the provisions of the two preceding paragraphs of this Section shall no longer apply to the Notes. In such event, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the Notes as provided otherwise in this Article II. Notes issued in exchange for a global certificate pursuant to this Section 2.12 shall be liable for any delay registered in delivery of such names and authorized denominations as the Securities Depository, pursuant to the instructions from the Agent Members or otherwise, shall instruct the Owner Trustee and may conclusively rely onthe Indenture Trustee. The Indenture Trustee shall promptly deliver such certificates representing the Notes to the Persons in whose names such Notes are so registered. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such until Definitive Notes shall be recognized as have been issued to Note Owners hereunder andpursuant to this Section, accordingly, shall be entitled directly to all benefits associated with such Definitive Notes and to transfer and exchange such Definitive Notes. (d) If the Indenture Trustee is required for any reason shall give all notices and communications specified herein to obtain a list of Note Owners from the Depository, the costs of obtaining that list shall be an expense of the Indenture Trustee, and such expense shall be reimbursable given to Noteholders to the Indenture Trustee as an Extraordinary ExpenseSecurities Depository.