Common use of Global Notes Clause in Contracts

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C B Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C B Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C B Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C B Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C B Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C B Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each (i) If the Obligor shall establish pursuant to Section 2.01(1) above that the Notes of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will a series or a portion thereof are to be issued in the form of typewritten Notes representing the one or more Global Notes, then the Obligor shall execute and the Trustee shall authenticate and make available for delivery one or more Global Notes that (a) shall represent and shall be denominated in an amount equal to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each aggregate principal amount of all of the Class A NotesNotes of such series issued in such form and not yet cancelled, the Class B Notes and the Class C Notes (b) shall initially be registered on the Note Register registered, in the name of Cede & Co.the Depositary designated for such Global Note pursuant to Section 2.04, or in the name of a nominee of The Depository Trust Company such Depositary, (c) shall be deposited with the Trustee, as Custodian for the initial Clearing AgencyDepositary, and no Class (d) shall bear a legend substantially as follows (“Global Note Legend”): THIS IS A Note OwnerGLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such NoteA NEW YORK CORPORATION (“DTC”), except as provided in Section 2.11NEW YORK, NEW YORK, TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Unless and until definitiveOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), fully registered Notes (the “Definitive Notes”) representing the Class ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners;SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. (ii) Each Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the extent that this Section 2.9 conflicts with time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other provisions of this Indentureapplicable statute or regulation, this Section 2.9 shall control;provided that the Depositary is required to be so registered in order to act as depositary. (iii) Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the rights records of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to Registrar, as provided in this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each (a) Notwithstanding any other provision herein, this Note may not be exchanged in whole or in part for Notes registered, and no transfer of the Class A Notesthis Note in whole or in part may be registered, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., any person other than Depositary or a nominee thereof unless (i) such Depositary advises the nominee of The Depository Trust Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as the initial Clearing AgencyDepositary with respect to such Note, and no Class A Note Ownerqualified successor is appointed by the Company within 90 days of receipt by the Company of such notice, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) such Depositary ceases to be a clearing agency registered under the extent that this Section 2.9 conflicts with any other provisions Exchange Act and no successor is appointed by the Company within 90 days after obtaining knowledge of this Indenturesuch event, this Section 2.9 shall control; (iii) the rights of Company elects to terminate the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among system through the Clearing Agency Participants Depositary or (iv) an Event of Default shall have occurred and receive be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) of this Section 2(a) above, the Company or its agent shall notify the Depositary and transmit payments instruct the Depositary to notify all owners of beneficial interests in this Note of the occurrence of such event and of the availability of Notes to such owners of beneficial interests requesting the same. (b) If this Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in this Note, then either (i) such Note shall be so surrendered for exchange or cancellation as provided in this Section 2 or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of and such other Note to be so exchanged for a beneficial interest on the related Class A Notes, Class B Notes and Class C Notestherein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar (as defined below), whereupon the Registrar, in accordance with the applicable rules and procedures of the Depositary (“Applicable Depositary Procedures”), shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such Clearing Agency Participants (and neither surrender or adjustment of this Note by the Indenture Trustee nor Depositary, accompanied by registration instructions, the Note Registrar Company shall have any liability therefor); (iv) whenever this Indenture requires or permits actions cause to be taken based upon instructions, directions, executed and delivered any Notes issuable in exchange for such Note (or any portion thereof) in accordance with the consent of Noteholders evidencing a specified percentage instructions of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepositary.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 4.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 4.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders in connection with this Indenture or the owners or Noteholders Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the registered owner thereof. None of the IssuerPaying Agent, GE Capital, the Indenture Trustee or the Paying Agent will shall have any responsibility or no further liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsmoney.

Global Notes. Each The Original Notes will be offered and sold by the Company pursuant to the Private Placement Agreement or issued in respect of certain Accrued Senior Note Interest accrued prior to the Class A NotesRestructuring Effective Date. The Original Notes will be (A) offered and sold pursuant to the Private Placement Agreement initially only to (i) QIBs in reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S and (B) issued in respect of certain Accrued Senior Note Interest pursuant to Section 1145. The Original Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the Class B Notes restrictions on transfer set forth herein, and the Class C Notes, upon original issuance, will Original Notes issued pursuant to Section 1145 may thereafter be transferred without restrictions on transfer. Original Notes initially sold pursuant to Rule 144A shall be issued initially in the form of typewritten one or more permanent global notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); Original Notes representing resold to Institutional Accredited Investors shall be issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); Original Notes initially sold pursuant to Regulation S shall be issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “Regulation S Global Note”); and Original Notes initially sold pursuant to Section 1145 will be issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “Section 1145 Global Note”), in each case without interest coupons and with the global securities legend and the applicable restricted, Regulation S or Section 1145 securities legend set forth in Exhibit A-1 or Exhibit A-2 hereto. The Rule 144A Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A IAI Global Notes, the Class B Regulation S Global Notes and the Class C Section 1145 Global Notes are collectively referred to herein as the “Global Notes”. The Global Notes shall initially be deposited upon issuance with The Bank of New York Mellon, London Branch, as common depositary for the Depositories and registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner Common Depositary for the accounts of Euroclear or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest Clearstream. Beneficial interests in such Note, the Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.112.08. Unless Beneficial interests in the IAI Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes or the Rule 144A Global Notes at any time except in the limited circumstances provided in Section 2.08. Beneficial interests in a Regulation S Global Note will be exchangeable for beneficial interests in a Definitive Note only after the expiration of the period through and until definitive, fully registered Notes including the 40th day after the later of the commencement and the closing of this offering (the “Definitive NotesDistribution Compliance Period”) representing and then only in compliance with the Class A requirements provided for in Section 2.08. Beneficial interests in the Section 1145 Global Note may not be exchanged for beneficial interests in the Regulation S Global Notes, the Class B Rule 144A Global Notes or the Class C IAI Global Notes have been issued to at any time except in the applicable Note Owners: (i) limited circumstances provided in Section 2.08. Beneficial interests in the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Regulation S Global Notes, the Class B Rule 144A Global Notes and or the Class C Notes) as IAI Global Notes may not be exchanged for beneficial interests in the sole Noteholder and Section 1145 Global Note at any time. Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.08. Each Global Note shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights represent such of the respective Note Owners outstanding Notes as shall be exercised only through specified therein, and each shall provide that it shall represent the Clearing Agency aggregate amount of outstanding Notes from time to time endorsed thereon and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments aggregate amount of principal of and interest on the related Class A Notes, Class B outstanding Notes and Class C Notesrepresented thereby may from time to time be reduced or increased, as the case may beappropriate, to such Clearing Agency Participants (reflect exchanges, redemptions, repurchases and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent transfers of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion interests. Any endorsement of a Global Note registered in their names and will not be considered to be reflect the owners or Noteholders amount of any increase or decrease in the amount of outstanding Notes under this Indenture; and (vi) payments on a Global Note will represented thereby shall be made to by the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect Common Depositary, at the direction of the records relating toTrustee, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to accordance with instructions given by the beneficial ownership interestsHolder thereof as required by Section 2.08 hereof.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee;. (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each (i) If the Obligor shall establish pursuant to Section 2.01(1) above that the Notes of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will a series or a portion thereof are to be issued in the form of typewritten Notes representing the one or more Global Notes, to be delivered to The Depository Trust Company (then the initial Clearing Agency), or its custodian, by, or on behalf ofObligor shall execute and upon receipt of an Authentication Order, the Issuer. Each Trustee shall authenticate and make available for delivery one or more Global Notes that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Class A NotesNotes of such series issued in such form and not yet cancelled, the Class B Notes and the Class C Notes (b) shall initially be registered on the Note Register registered, in the name of Cede & Co.the Depositary designated for such Global Note pursuant to Section 2.04, or in the name of a nominee of The Depository Trust Company such Depositary, (c) shall be deposited with the Trustee, as Custodian for the initial Clearing AgencyDepositary, and no Class (d) shall bear a legend substantially as follows (“Global Note Legend”): THIS IS A Note OwnerGLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such NoteA NEW YORK CORPORATION (“DTC”), except as provided in Section 2.11NEW YORK, NEW YORK, TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Unless and until definitiveOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), fully registered Notes (the “Definitive Notes”) representing the Class ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners;SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. (ii) Each Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the extent that this Section 2.9 conflicts with time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other provisions of this Indentureapplicable statute or regulation, this Section 2.9 shall control;provided that the Depositary is required to be so registered in order to act as depositary. (iii) Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the rights records of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to Registrar, as provided in this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A. Such Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes (except to the extent that the Insurer is entitled to such payments), and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Aggregate Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 3.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 3.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency such Depository for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder holder of the Notes and shall have no obligations to as the Note Ownersauthorized representative of the Beneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not be considered receive and transmit distributions of principal, Premium and interest on the Notes to be such direct Participants for subsequent payment to the owners or Noteholders Beneficial Holders thereof; (e) the direct Participants of any Notes such Depository shall have no rights under this IndentureIndenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; and (vif) payments on whenever a Global Note will notice or other communication is required to be made provided to Holders, the Trustee shall provide all such notices and communications to the Clearing Agency, or its nominee, as Depository for subsequent delivery of such notices and communications to the registered owner thereof. None Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the "Global Notes" and each, a "Global Note") to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each of the Class A Notes, the Class B Notes and the Class C All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a "Definitive Note Note") representing such Note Owner’s 's interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository Participants.

Global Notes. Each (a) Provided that applicable depositary eligibility requirements are met and any requisite approval of any Governmental Agency has been obtained, upon the written election of the Class A holders of a majority in principal amount of outstanding Subordinated Notes, the Class B Issuer shall use its commercially reasonable efforts to provide that the Subordinated Notes and owned by holders that are “Qualified Institutional Buyers” as defined in Rule 144A under the Class C Notes, upon original issuance, will Securities Act shall be issued in the form of typewritten Notes representing the one or more global subordinated notes (each, a “Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be Note”) registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company or another organization registered as a clearing agency under the initial Clearing AgencySecurities Exchange Act of 1934, as amended (the “Exchange Act”), and designated as Depositary by the Issuer or any successor thereto (the “Depositary”) or a nominee thereof, and shall be delivered to such Depositary or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision herein, no Global Note may be exchanged in whole or in part for Subordinated Notes registered, and no Class A transfer of a Global Note Ownerin whole or in part may be registered, Class B in the name of any Person other than the Depositary for such Global Note Owner or Class C a nominee thereof unless (i) such Depositary advises the Issuer in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Issuer within ninety (90) days after obtaining knowledge of such event, (iii) the Issuer elects to terminate the book-entry system through the Depositary, or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Issuer or its agent shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note Owner will receive of the occurrence of such event and of the availability of Subordinated Notes to such owners of beneficial interests requesting the same. (c) If any Global Note is to be exchanged for other Subordinated Notes or canceled in part, or if another Subordinated Note is to be exchanged in whole or in part for a Definitive Note representing such Note Owner’s beneficial interest in such any Global Note, except then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Section 2.118 or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Subordinated Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Issuer or the Registrar (as defined in Section 13 below), whereupon the Issuer or the Registrar, in accordance with the applicable rules and procedures of the Depositary (“Applicable Depositary Procedures”), shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Unless and until definitiveUpon any such surrender or adjustment of a Global Note by the Depositary, fully registered Notes (the “Definitive Notes”) representing the Class A Notesaccompanied by registration instructions, the Class B Issuer shall execute and deliver any Subordinated Notes issuable in exchange for such Global Note (or any portion thereof) in accordance with the Class C Notes have been issued to instructions of the applicable Note Owners:Depositary. (id) Every Subordinated Note executed and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be executed and delivered in the Issuerform of, and shall be, a Global Note, unless such Subordinated Note is registered in the name of a Person other than the Depositary for such Global Note Registrar or a nominee thereof. (e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Note, and owners of beneficial interests in a Global Note shall hold such interests pursuant to Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the Indenture Trusteetransfer of such interest shall be effected only through, and their respective officers, directors, employees and agents may records maintained by the Depositary or its nominee or its Depositary participants. The Registrar shall be entitled to deal with the Clearing Agency Depositary for all purposes relating to a Global Note (including the payment of principal of and interest on the Class A Notes, the Class B Notes thereon and the Class C Notesgiving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Noteholder holder of the Subordinated Note and shall have no obligations to the Note Owners;owners of beneficial interests therein. The Registrar shall have no liability in respect of any transfers effected by the Depositary. (iif) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the The rights of the respective owners of beneficial interests in a Global Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants Depositary and shall be limited to those established by law and agreements between such respective Note Owners owners and the Clearing Agency Depositary and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments its participants. (g) No holder of principal of and any beneficial interest in any Global Note held on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar its behalf by a Depositary shall have any liability therefor); (iv) whenever this Indenture requires or permits actions rights with respect to such Global Note, and such Depositary may be taken based upon instructions, directions, or treated by the consent of Noteholders evidencing a specified percentage Issuer and any agent of the Outstanding Principal Balance Issuer as the owner of such Global Note for all purposes whatsoever. Neither the Issuer nor any agent of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent Issuer will have any responsibility or liability for any aspect of the records relating to, to or payments made on, on account of beneficial ownership interests in of a Global Note or for maintaining, supervising or reviewing any records relating to the such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Issuer or any agent of the Issuer from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as holder of any Subordinated Note.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 5.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 5.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders in connection with this Indenture or the owners or Noteholders Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the registered owner thereof. None of the IssuerPaying Agent, GE Capital, the Indenture Trustee or the Paying Agent will shall have any responsibility or no further liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsmoney.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A. The Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes, and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, representing such required percentage of the beneficial interest in Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register issued in the name global form. The Bank of Cede & Co.New York Mellon, the nominee of The Depository Trust Company as London Branch, shall be the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in such Note, except as provided in accordance with the provisions of Section 2.113.5 of the Base Indenture. Unless and until definitive, fully registered Notes (With respect to the “Definitive Notes”) representing the Class A Notes, the Class B Notes or first sentence of the Class C Notes have been issued seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the applicable Note Owners: same series in definitive form only if (i) the IssuerCompany has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, the Note Registrar and the Indenture Trusteestatutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) the Company, in its sole discretion and subject to the extent procedures of the Depositary, determines that this Section 2.9 conflicts with any other provisions of this Indenturesuch Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, this Section 2.9 shall control; or (iii) there shall have occurred and be continuing an Event of Default with respect to the rights Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the respective Note Owners shall ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be exercised only through liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the Clearing Agency beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and principal amounts, of the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive certificated Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsissued.

Global Notes. Each (i) If the Obligor shall establish pursuant to Section 2.01(1) above that the Notes of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will a series or a portion thereof are to be issued in the form of typewritten Notes representing the one or more Global Notes, then the Obligor shall execute and the Trustee shall authenticate and make available for delivery one or more Global Notes that (a) shall represent and shall be denominated in an amount equal to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each aggregate principal amount of all of the Class A NotesNotes of such series issued in such form and not yet cancelled, the Class B Notes and the Class C Notes (b) shall initially be registered on the Note Register registered, in the name of Cede & Co.the Depositary designated for such Global Note pursuant to Section 2.04, or in the name of a nominee of The Depository Trust Company such Depositary, (c) shall be deposited with the Trustee, as Custodian for the initial Clearing AgencyDepositary, and no Class (d) shall bear a legend substantially as follows ("Global Note Legend"): THIS NOTE IS A Note OwnerGLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such NoteAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, except as provided in Section 2.11EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Unless and until definitiveOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., fully registered Notes (the “Definitive Notes”) representing the Class A NotesOR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the IssuerANY TRANSFER, the Note Registrar and the Indenture TrusteePLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, and their respective officersCEDE & CO., directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners;HAS AN INTEREST HEREIN. (ii) Each Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the extent that this Section 2.9 conflicts with time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other provisions of this Indentureapplicable statute or regulation, this Section 2.9 shall control;provided that the Depositary is required to be so registered in order to act as depositary. (iii) Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the rights records of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to Registrar, as provided in this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee;. (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be 700148678 06142559 considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each (i) In the case of the Class A Original Notes, one or more Global Notes in fully registered form without interest coupons and bearing the Class B Global Notes and Legend (collectively, the Class C “Global Notes, upon original issuance, will ”) shall be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register Issue Date, deposited with the Notes Custodian, and registered in the name of Cede & Co.the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. In the case of Original Notes, the Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository, Euroclear and Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or the Trustee as its custodian or under the Global Notes. The Depository Trust Company may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the initial Clearing Agencyabsolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository, Euroclear or Clearstream and no Class A its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ii) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note Owner, Class B Note Owner or Class C Note Owner will receive a shall be exchangeable for Definitive Note representing such Note Owner’s interest Notes if (x) in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A case of Initial Notes, the Class B Notes Depository (a) notifies the Issuer that it is unwilling or unable to continue as depository for such Global Note or (b) has ceased to be a clearing agency registered under the Class C Notes have been issued to the applicable Note Owners: Exchange Act and in each case a successor depository is not appointed, (iy) the Issuer, at its option and subject to the procedures of the Depository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to the Notes. In all cases, Definitive Notes delivered in exchange for any Global Note Registrar and or beneficial interests therein shall be registered in the Indenture Trusteenames, and their respective officersissued in any approved denominations, directors, employees and agents may deal requested by or on behalf of the Depository in accordance with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control;its customary procedures. (iii) In connection with the rights transfer of the respective a Global Note Owners as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be exercised only through deemed to be surrendered to the Clearing Agency Trustee for cancellation, and the Clearing Agency Participants and Issuer shall be limited to those established by law and agreements between such respective Note Owners execute, and the Clearing Agency and/or Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Clearing Agency Participants pursuant to this Indenture. Unless and until Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor);authorized denominations. (iv) whenever The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 4.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 4.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, premium (if any) and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders in connection with this Indenture or the owners or Noteholders Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the registered owner thereof. None of the IssuerPaying Agent, GE Capital, the Indenture Trustee or the Paying Agent will shall have any responsibility or no further liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsmoney.

Global Notes. Each of the Class A Notes, the Class B Notes offered and the Class C Notes, upon original issuance, will sold in reliance on Rule 144A shall be issued initially in the form of typewritten Notes representing the one or more Global Notes, to be delivered to The Depository Trust Company substantially in the form of Exhibit A attached hereto (including the initial Clearing AgencyGlobal Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto), or its custodian, by, or on behalf of, the Issuer. Each Global Note shall represent such of the Class A Notesaggregate principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the Class B amount of any increase or decrease in the aggregate principal amount of Outstanding Notes and represented thereby shall be made by the Class C Notes Trustee in accordance with instructions given by the Holder thereof as required by Section 204 hereof. Each Global Note (i) shall initially be registered on the Note Register registered, in the name of Cede & Co.the Depositary designated for such Global Note pursuant to Section 204, or in the name of a nominee of The Depository Trust Company as the initial Clearing Agencysuch Depositary, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to shall be deposited with the extent that this Section 2.9 conflicts with any other provisions of this IndentureTrustee, this Section 2.9 shall control; as Custodian for the Depositary, and (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturebear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. Unless and until Definitive Notes are issued THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Each Depositary designated pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in 204 for a Global Note will not must, at the time of its designation and at all times while it serves as Depositary, be entitled to have a clearing agency registered under the Exchange Act and any portion of a Global Note registered in their names and will not be considered to be the owners other applicable statute or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsregulation.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each of the Class A Notes, the Class B Notes and the Class C All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a “Definitive Note Note”) representing such Note Owner’s interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3 hereof: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository Participants.

Global Notes. Each of the Class A ‌ (a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Class B Issuer shall cause to be kept by and at the Corporate Trust Office of the Trustee or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the are at any time not Global Notes, the provisions of Section 3.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be delivered transferred by the Holder thereof and, accordingly, subject to The Depository Trust Company (Section 3.6, no Definitive Notes shall be issued to Beneficial Holders except in the initial Clearing Agency), following circumstances or its custodian, by, or on behalf of, the Issuer. Each as otherwise specified in a resolution of the Class A NotesTrustee, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner a Board Resolution or Class C Note Owner will receive a Definitive Note representing such Note Owneran Officer’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersCertificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after:‌ (A) DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor depository; (B) the Issuer, at its option, notifies the Note Registrar Trustee and paying agent in writing that it elects to cause the Indenture Trustee, issuance of the Definitive Notes; or (C) there has occurred and their respective officers, directors, employees and agents may deal is continuing a Default or Event of Default with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations respect to the Note Owners;Notes; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to the extent that this Section 2.9 conflicts with any other provisions a nominee of this Indenturesuch Depository, this Section 2.9 shall control;or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee.‌ (iiic) Upon the rights termination of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest only registration system on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent occurrence of Noteholders evidencing a specified percentage one of the Outstanding Principal Balance of conditions specified in Section 3.2(b)(i) or upon the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion transfer of a Global Note registered to a Person other than a Depository or a nominee thereof in their names accordance with Section 3.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes. Upon surrender by the Depository of the Global Notes and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will not be considered to be governed by Section 3.1 and the owners or Noteholders remaining provisions of any Notes under this Indenture; andArticle 3. (vid) payments on It is expressly acknowledged that transfer of beneficial ownership in any Note issuable in the form of or represented by a Global Note will be made effected only (a) with respect to the Clearing Agencyinterests of participants in the Depository (“Participants”), through records maintained by the Depository or its nomineenominee for the Global Note, as the registered owner thereofand (b) with respect to interests of Persons other than Participants, through records maintained by Participants. None Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests other interest in Notes represented by a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.may do so only through a Participant.‌‌

Global Notes. Each of The Class A-1 Notes and Class A-2 Notes offered and sold by the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will A-1/A-2 Initial Purchaser to QIBs in reliance on Rule 144A shall be issued initially in the form of typewritten Notes representing the Rule 144A Global Notes, to which shall be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or deposited on behalf of, of the Issuer. Each purchasers of the Class A Notes, the Class B A-1 Notes and Class A-2 Notes represented thereby with the Class C Notes shall initially be Indenture Trustee, as custodian for the Security Depository, and registered on the Note Register in the name of Cede & Co., the Security Depository or a nominee of the Security Depository, duly executed by the Issuers and authenticated by the Indenture Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee and the Security Depository Trust Company or its nominee as hereinafter provided. The Indenture Trustee shall not be liable for any error or omission by the initial Clearing Agency, Security Depository in making such record adjustments and no the records of the Indenture Trustee shall be controlling with regard to the Note Principal Balance of Class A A-1 Notes and Class A-2 Notes hereunder. Each Global Note Owner, shall represent such of the Outstanding Class B Note Owner A-1 Notes or Class C A-2 Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding Class A-1 Notes and Class A-2 Notes from time to time endorsed thereon and that the aggregate amount of Outstanding Class A-1 Notes and Class A-2 Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note Owner will receive a Definitive Note representing such Note Owner’s interest to reflect the amount of any increase or decrease in such Note, except as provided in Section 2.11. Unless the amount of Outstanding Class A-1 Notes and until definitive, fully registered Class A-2 Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and represented thereby shall be made by the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established or by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or at the consent direction of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners , in accordance with instructions given by the Holder thereof. Except as set forth in Section 3.06, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Security Depository or to a beneficial interest in a Global Note will not be entitled to have any portion successor of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, Security Depository or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each v) If (i) the Depositary notifies the Company that it is no longer willing or able to properly discharge its responsibilities with respect to the Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, (ii) the Note Depositary Agreement is terminated for any reason or (iii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositary, the Company shall (x) appoint a successor securities depository qualified to act as such under Section 17(a) of the Class A NotesExchange Act, notify the Depositary, such successor securities depository and the Trustee of the appointment of such successor securities depository and transfer one or more separate Global Notes registered in the name of such successor securities depository or its nominee to such successor securities depository or (y) notify the Depositary of the availability through the Depositary of certificated Notes to Note Owners; provided that if, upon the occurrence of any event described in clause (i) or (ii) above, the Class B Company has not appointed a successor securities depository within 90 days of the occurrence of such event, the Company shall notify the Depositary of the availability through the Depositary of certificated Notes to Note Owners. If after the occurrence of an Event of Default Note Owners representing beneficial interests aggregating at least a majority of the Outstanding principal amount of the Notes advise the Trustee, the Company and the Class C Notes, upon original issuance, will be issued Depositary through DTC Participants in writing that the continuation of a book-entry system through the Depositary is no longer in the form best interests of the Note Owners, then the Trustee shall within ten days give notice to the Noteholders of the occurrence of any such event and of the availability of certificated Notes to Note Owners requesting the same. Upon surrender to the Trustee of the typewritten Notes representing the Global NotesNotes by the Depositary, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf ofaccompanied by registration instructions, the Issuer. Each Company shall execute, and the Trustee shall authenticate, without charge, the certificated Notes in authorized denominations in accordance with the instructions of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Depositary. Any Note Register delivered in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive exchange for a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered shall, except as otherwise provided in their names and will not be considered to be Section 2.4(c), bear the owners or Noteholders Legend regarding transfer restrictions set forth on the form of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, attached as the registered owner thereofExhibit A hereto. None of the Issuer, GE CapitalCompany, the Indenture Trustee Note Registrar or the Paying Agent will have any responsibility or liability Trustee shall be liable for any aspect delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of certificated Notes, the Trustee shall recognize the holders of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsNotes as Noteholders.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the Global Notes"GLOBAL NOTES" and each, a "GLOBAL NOTE") to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each of the Class A Notes, the Class B Notes and the Class C All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note definitive note (a "DEFINITIVE NOTE") representing such Note Owner’s 's interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository Participants.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register in the name of Cede & Co.following additional provisions, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 3.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository for all purposes (including as the payment sole Holder of principal of and interest on the Class A Notes, the Class B Notes and the Class C authorized representative of the Beneficial Holders of such Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between the Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners the Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, premium (if any) and interest on the Notes to such direct Participants; (e) the direct Participants of the Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and the Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by the Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders, the owners Corporation or Noteholders the Trustee shall provide such notices and communications to the Depository for delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and regulations and the procedures of the Depository; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nominee, as nominee for subsequent payment by the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee Depository or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating its nominee to the beneficial ownership interestsBeneficial Holders thereof.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the "Rule 144A Global Note"), authenticated and delivered in substantially the forms attached hereto included in Exhibits A through D and/or (ii) as a single note in "offshore transactions" (within the meaning of Regulation S), in fully registered form, without interest coupons (the "Temporary Regulation S Global Note"), authenticated and delivered in substantially the forms attached hereto included in Exhibits A through D. Such Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes, and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Aggregate Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibits A through D and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibits A through D. Such Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes, and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this IndentureAgreement, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturethe Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture Agreement requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Aggregate Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 5.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 5.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by law Applicable Law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a beneficial interest notice or other communication is required to be provided to Holders in connection with this Indenture or the Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of such notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; (g) notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the Paying Agent, shall have no further liability for the money; (h) Subject to the provisions hereof, at the Issuer’s option, Notes may, in lieu of being issued in physical form be instead issued and registered owner thereof. None in the name of the IssuerDepository or its nominee and: (i) the deposit of such Notes may be confirmed electronically by the Trustee to a particular Participant through the Depository; and (ii) shall be identified by a specific CUSIP/ISIN as requested by the Issuer from the Depository to identify each specific series of Note. If the Issuer issues Notes in a non-certificated format, GE CapitalBeneficial Holders of such Notes registered and deposited with CDS shall not receive certificates in definitive form and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Beneficial interests in Notes registered and deposited with CDS will be represented only through the non-certificated inventory system administered by CDS. Transfers of Notes registered and deposited with CDS between Participants shall occur in accordance with the rules and procedures of CDS. (i) Notwithstanding anything herein to the contrary, none of the Indenture Issuer nor the Trustee or the Paying Agent will nor any agent thereof shall have any responsibility or liability for for: (i) the electronic records maintained by the Depository relating to any aspect of ownership interests or other interests in the records relating toNotes or the depository system maintained by the Depository, or payments made on, on account of beneficial any ownership interests interest or any other interest of any Person in a Global any Note represented by an electronic position in the non-certificated inventory system administered by the Depository (other than the Depository or for its nominee); (ii) maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or (iii) any advice or representation made or given by the beneficial ownership interestsDepository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each of the Class A Notes, the Class B Notes and the Class C All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a “Definitive Note Note”) representing such Note Owner’s interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.Depository Participants

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A. Such Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes (except to the extent that the Insurer is entitled to such payments), and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, representing such required percentage of the beneficial interest in Aggregate Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 4.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 4.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a beneficial interest notice or other communication is required to be provided to Holders in connection with this Indenture or the Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of such notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; (g) notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the Paying Agent, shall have no further liability for the money; (h) Subject to the provisions hereof, at the Company’s option, Notes may, in lieu of being issued in physical form be instead issued and registered owner thereof. None in the name of the IssuerDepository or its nominee and: (i) the deposit of such Notes may be confirmed electronically by the Trustee to a particular Participant through the Depository; and (ii) shall be identified by a specific CUSIP/ISIN as requested by the Company from the Depository to identify each specific series of Note. If the Company issues Notes in a non-certificated format, GE CapitalBeneficial Holders of such Notes registered and deposited with CDS shall not receive Certificates in definitive form and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Beneficial interests in Notes registered and deposited with CDS will be represented only through the non-certificated inventory system administered by CDS. Transfers of Notes registered and deposited with CDS between Participants shall occur in accordance with the rules and procedures of CDS. (i) Notwithstanding anything herein to the contrary, none of the Indenture Company nor the Trustee or the Paying Agent will nor any agent thereof shall have any responsibility or liability for for: (i) the electronic records maintained by the Depository relating to any aspect of ownership interests or other interests in the records relating toNotes or the depository system maintained by the Depository, or payments made on, on account of beneficial any ownership interests interest or any other interest of any Person in a Global any Note represented by an electronic position in the non-certificated inventory system administered by the Depository (other than the Depository or for its nominee); (ii) maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or (iii) any advice or representation made or given by the beneficial ownership interestsDepository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C A-1 Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be delivered to The Depository Trust Company (deposited with the Indenture Trustee as custodian for DTC, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each of the Class A Notes, the Class B Notes and the Class C All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a “Definitive Note Note”) representing such Note Owner’s interest in such Notethe related Class A-1 Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of the Class A-1 Notes pursuant to the applicable Note OwnersSection 2.3 hereof: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to the Class A-1 Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control; (iiid) the rights of the respective Note Owners of the Class A-1 Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Class A-1 Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on on, the related Class A Notes, Class B A-1 Notes and Class C Notes, as to the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor);Depository Participants; and (ive) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders holding Notes evidencing a specified percentage of the Outstanding Principal Note Balance of the Notes (or a Class of A-1 Notes), the Clearing Agency Depositary shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Note Owners and/or Clearing Agency Depository Participants owning or representing, respectively, such required percentage Outstanding Note Balance of the beneficial interest in the Class A-1 Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the The Indenture Trustee or shall have no obligation to determine whether the Paying Agent will have Depository has in fact received any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch instructions.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 3.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 3.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency such Depository for all purposes (including as the payment sole holder of principal of and interest on the Class A Notes, the Class B Notes and the Class C authorized representative of the Beneficial Holders of such Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, Premium and interest on the Notes to such direct Participants; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders, the owners or Noteholders Trustee shall provide all such notices and communications to the Depository and the Depository for delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nominee, as nominee for subsequent payment by the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee Depository or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating its nominee to the beneficial ownership interestsBeneficial Holders thereof.

Global Notes. Each of the The Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A. Such Class A Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Class A Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Class A Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture relating to the Class A Notes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Class A Notes (except to the extent that the Insurer is entitled to such payments), and shall have no obligations obligation to the Class A Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Class A Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Class A Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Class A Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of A Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, representing such required percentage of the beneficial interest in Aggregate Principal Amount of the Class A Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Class A Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Series 20__-_ Notes, upon original issuance, will be issued in the form of typewritten Notes notes representing the Global Book-Entry Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, DTC by, or on behalf of, the Issuer. Each [The Series 20__-_ Notes sold to persons who are not U.S. Persons in offshore transactions in reliance on Regulation S will each be issued initially in the form of a Temporary Regulation S Global Note and a Permanent Regulation S Global Note for each class of Notes in definitive, fully registered form without interest coupons. Prior to _______ ___, 20__, beneficial interests in the Class A NotesRegulation S Global Notes will be represented by a Temporary Regulation S Global Note, and on and after _______ ___, 20__, beneficial interests in the Class B Regulation S Global Notes and the Class C will be represented by a Permanent Regulation S Global Note.] Such Series 20__-_ Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner Series 20__-_ Noteholder or Class C Note Beneficial Owner will receive a Definitive Note representing such Note Series 20__-_ Noteholder’s or Beneficial Owner’s interest in such Series 20__-_ Note, except as provided in Section 2.112.15 of the Indenture. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Ownersissued: (ia) the Issuer, provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture Supplement (including the payment of principal of and interest on the Class A Notes, the Class B Series 20__-_ Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Series 20__-_ Notes, and shall have no obligations obligation to the Note Series 20__-_ Noteholders or Beneficial Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts conflict with any other provisions of the Indenture or this IndentureIndenture Supplement, the provisions of this Section 2.9 shall control; (iiid) the rights of the respective Note Series 20__-_ Noteholders and Beneficial Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners Series 20__-_ Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to this IndentureParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.112.15 of the Indenture, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Series 20__-_ Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ive) whenever the Indenture or this Indenture Supplement requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Series 20__-_ Noteholders or Beneficial Owners evidencing a specified percentage of the Outstanding Principal Balance Amount of the Notes (or a Class of Series 20__-_ Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners Series 20__-_ Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Series 20__-_ Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee;; and (vf) owners of a beneficial interest in Notwithstanding any provision to the contrary herein, so long as a Global Note will not remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Global Note, in whole or in part, shall only be entitled made in accordance with this Section 1.03. (i) Subject to have any portion clauses (ii) through (iv) of this Section 1.03(f), transfers of a Global Note registered in their names and will not shall be considered limited to be the owners or Noteholders transfers of any Notes under this Indenture; and (vi) payments on a such Global Note will be made in whole, but not in part, to a nominee of the Clearing Agency, Agency or its nominee, as the registered owner thereof. None to a successor of the Issuer, GE Capital, the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor’s nominee.

Global Notes. Each of Notes issued hereunder to the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued Depository in the form of typewritten Notes representing a Global Security shall be subject to the Global Notesfollowing additional provisions, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes Securities have been issued to beneficial holders of the applicable Note OwnersNotes pursuant to Section 3.6 of the Indenture: (i1) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository for all purposes (including as the payment sole holder of principal of and interest on the Class A Notes, the Class B Notes and the Class C authorized representative of the beneficial holders of such Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii2) the rights of the respective Note Owners beneficial holders of such Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Participants and rights of beneficial holders shall be limited to those established by law Applicable Law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or participants of the Clearing Agency Participants pursuant to this Indenture. Unless Depository (the "Participants") and until Definitive Notes are issued pursuant to Section 2.11, between the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive the beneficial holders, and transmit payments must be exercised through a Participant in accordance with the Applicable Procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (iv3) whenever the Indenture, as amended and supplemented by this Indenture First Supplemental Indenture, requires or permits actions to be taken based upon instructions, directions, instructions or the consent of Noteholders directions from Holders evidencing a specified specific percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency beneficial holders or Participants; (4) the Depository will make book-entry transfers among the direct Participants owning or representingof such Depository and will receive and transmit distributions of principal, respectively, premium (if any) and interest on the Notes to such required percentage direct Participants; (5) the direct participants of the Depository shall have no rights under the Indenture, as amended and Supplemented by this First Supplemental Indenture, or under or with respect to any of the Notes held on their behalf by such Depository, and the Depository may be treated by the Trustee as the absolute owner of the Notes represented by the Global Securities representing the Notes for all purposes whatsoever; (6) whenever a notice or other communication is required to be provided to Holders, the Corporation or the Trustee shall provide such notices and communications to the Depository for delivery of such notices and communications to beneficials holders in accordance with Applicable Securities Laws and the Applicable Procedures of the Depository. Notwithstanding Section 1.7 of the Indenture, notices may be given to the Depository for the Notes by email to any address used by such Depository for general notices, and any such notice shall be deemed to have been effectively given on the date of transmission if sent prior to 5:00 p.m. (recipient’s time) or otherwise on the next Business Day; (7) notwithstanding any other provision of the Indenture or this First Supplemental Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Security shall be made to the Depository or its nominee for subsequent payment by the Depository or its nominee to the beneficial interest holders thereof; (8) it is expressly acknowledged that transfers of beneficial ownership in any Note represented by a Global Security will be effected only: (A) with respect to the interests of Participants, through records maintained by the Depository or its nominee for the Global Security representing the Notes; and (B) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership interests in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in represented by a Global Note will not be entitled to have any portion of Security may do so only through a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this IndentureParticipant; and (vi9) payments on the transfer and exchange of beneficial interests in Notes represented by a Global Note will Security shall be made to effected through the Clearing AgencyDepository, or its nomineein accordance with the provisions of the Indenture, as the registered owner thereof. None of the Issuer, GE Capitalamended and supplemented by this First Supplemental Indenture, the Indenture Trustee Applicable Procedures that apply to such transfer or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account exchange and Applicable Law. Transfers and exchanges of beneficial ownership interests in a Global Note Notes shall also require compliance with either Section 1.09(9)(A) or for maintainingSection 1.09(9)(B), supervising or reviewing any records relating to the beneficial ownership interests.as applicable:

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 3.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 3.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Paying Agent or Registrar may deal with the Clearing Agency such Depository for all purposes (including as the payment sole holder of principal of and interest on the Class A Notes, the Class B Notes and the Class C authorized representative of the Beneficial Holders of such Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, Premium and interest on the Notes to such direct Participants; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee, Paying Agent and Registrar and their respective agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever;‌ (f) whenever a notice or other communication is required to be provided to Holders, the owners or Noteholders Trustee shall provide all such notices and communications to the Depository and the Depository for delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nominee, as nominee for subsequent payment by the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee Depository or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating its nominee to the beneficial ownership interestsBeneficial Holders thereof.

Global Notes. Each Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-1, in the case of the Class A Notes, Exhibit A-2, in the case of the Class B Notes and the Class C Notes, upon original issuanceor Exhibit A-3, will in the case of the Backstop Notes, each as attached hereto, with such applicable legends as are provided in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-3, as applicable, except as otherwise permitted herein (each, a “Restricted Global Note” and, collectively, the “Restricted Global Notes”), which shall be deposited on behalf of the purchasers of the Notes of the applicable series represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the applicable Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar, at the direction of the Trustee (in accordance with instructions given by the Holder), on Schedule A to the applicable Restricted Global Note and recorded in the applicable Security Register, as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of typewritten one or more Global Notes representing substantially in the Global Notesform of Exhibit A-1, to be delivered to The Depository Trust Company (in the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each case of the Class A Notes, Exhibit A-2, in the case of the Class B Notes, or Exhibit A-3, in the case of the Backstop Notes, each as attached hereto, with such applicable legends as are provided in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-3, as applicable, except as otherwise permitted herein (each, a “Regulation S Global Note” and, collectively, the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes of the applicable series represented thereby with a custodian for DTC, and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, DTC or its nominee, duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section 2.02) as the registered owner thereofhereinafter provided. None The aggregate principal amount of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a applicable Regulation S Global Note may from time to time be increased or for maintaining, supervising or reviewing any records relating decreased by adjustments made by the Registrar on Schedule A to the beneficial ownership interestsapplicable Regulation S Global Note and recorded in the applicable Security Register, as hereinafter provided.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A. Such Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes, and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, representing such required percentage of the beneficial interest in Aggregate Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 4.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 4.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by law Applicable Law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a beneficial interest notice or other communication is required to be provided to Holders in connection with this Indenture or the Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of such notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; (g) notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the Paying Agent, shall have no further liability for the money; (h) Subject to the provisions hereof, at the Issuer’s option, Notes may, in lieu of being issued in physical form be instead issued and registered owner thereof. None in the name of the Issuer, GE Capital, Depository or its nominee and: (i) the Indenture deposit of such Notes may be confirmed electronically by the Trustee or to a particular Participant through the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.Depository; and