Common use of Registration of and Limitations on Transfer and Exchange of Notes Clause in Contracts

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar shall keep a register (the “Note Register”) in which the Transfer Agent and Registrar shall provide for the registration of Notes and the registration of transfers of Notes. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the Indenture Trustee of the identity and location of any successor Transfer Agent and Registrar. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar to be maintained as provided in Section 3.02(j), if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfied, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same Series) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes of the same Series, in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent shall authenticate and deliver to the Noteholder, the Notes that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”) in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. Indenture Trustee initially shall be Transfer Agent and Registrar (in such capacity, the “Transfer Agent and Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the If a Person other than Indenture Trustee of the identity and location of any successor is appointed by Issuer as Transfer Agent and Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related as certified by Issuer to Indenture Supplement are satisfiedTrustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Note, Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metmet as certified by Issuer to Indenture Trustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Note, Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by Transferor at any time after the date of its initial issuance may be transferred or exchanged only upon the delivery to the Owner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by Issuer and delivered to Indenture Trustee for subsequent destruction without liability on the Transfer Agent and Registrar and disposed part of by either. Indenture Trustee shall destroy the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section Section 2.05 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Issuer shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement the Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this the Indenture, that which will implement the provisions of this the Indenture that relate to such agent. Notwithstanding any other provision of the Indenture, with respect to any Notes for which an Opinion of Counsel has not been issued opining on the treatment of such Notes as debt for federal income tax purposes, no transfer (or purported transfer) of all or any part of such Notes (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder of such Notes if (i) at the time of transfer (or purported transfer) such Notes are traded on an established securities market or readily tradeable on a secondary market or (ii) after such transfer (or purported transfer) the Trust would have more than 95 Holders of such Notes and any other interests in the Trust for which an Opinion of Counsel is not rendered in connection with the issuance of such interest to the effect that such interest will be characterized as debt for federal income tax purposes. For purposes of determining whether the Trust will have more than 95 Holders, each Person indirectly owning an interest in the Trust through a partnership (including an entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a “flow through entity”) shall be treated as a Holder unless the Servicer determines, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar shall keep a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar shall provide for the registration of Notes and the registration of transfers of Notes. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the Indenture Trustee of the identity and location of any successor Transfer Agent and Registrar. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar to be maintained as provided in Section 3.02(j), if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “"NYUCC”") are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfied, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same Series) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes of the same Series, in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent shall authenticate and deliver to the Noteholder, the Notes that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "Transfer Agent" and "Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled by the Transfer Agent Issuer and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect delivered to the Notes. If and so long as any Series of Notes are listed Indenture Trustee for subsequent destruction without liability on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agent.part of

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "TRANSFER AGENT" and "REGISTRAR") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Issuer. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.16 was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange a stock exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European cityaccordance with the rules of such exchange. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Issuer shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the “Transfer Agent and Registrar shall keep Registrar”) a register (the “Note Register”) in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. Indenture Trustee initially shall be Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the If a Person other than Indenture Trustee of the identity and location of any successor is appointed by Issuer as Transfer Agent and Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.2, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related as certified by Administrator to Indenture Supplement are satisfiedTrustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Note, Indenture Trustee (or an authenticating agent on behalf of Indenture Trustee as provided in Section 2.4) shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metmet as certified by Administrator to Indenture Trustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate (or an authenticating agent on behalf of Indenture Trustee as provided in Section 2.4) and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. Each Noteholder shall be deemed to represent and warrant that it is not acquiring the Note with the plan assets of an "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to the fiduciary responsibility or prohibited transaction provisions of ERISA, a "plan" as defined in and subject to Section 4975 of the Code, an entity deemed to hold the plan assets of any of the foregoing by reason of investment by an employee benefit plan or plan in such entity, or any other plan subject to applicable law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of the Code. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by Transferor (or an Affiliate of Transferor disregarded as an entity separate from the Transferor for federal income tax purposes) at any time after the date of its initial issuance may be transferred or exchanged to a Person other than the Transferor (or an Affiliate of Transferor disregarded as an entity separate from the Transferor for federal income tax purposes) only upon the delivery to the Owner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange, and until such transfer or exchange, any such Note shall be evidenced by Definitive Notes or as Registered Notes in book-entry form of the type described in the final paragraph of Section 2.1. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by Issuer and delivered to Indenture Trustee for subsequent destruction without liability on the Transfer Agent and Registrar and disposed part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of destroy any Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the same Series) applicable Indenture Supplement was received with respect to each portion of any Global Note exchanged for Definitive Notes. Unless otherwise set forth in accordance with its customary procedures. The an Indenture Supplement, the preceding provisions of this section Section 2.5 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European cityNote. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. Notwithstanding any other provision of this Indenture, with respect to any Notes for which an Opinion of Counsel has not been issued opining on the treatment of such Notes as debt for federal income tax purposes, no transfer (or purported transfer) of all or any part of such Notes (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder of such Notes if (i) at the time of transfer (or purported transfer) such Notes are traded on an established securities market or readily tradeable on a secondary market or (ii) after such transfer (or purported transfer) the Trust would have more than 95 Holders of such Notes and any other interests in the Trust for which an Opinion of Counsel is not rendered in connection with the issuance of such interest to the effect that such interest will be characterized as debt for federal income tax purposes. For purposes of determining whether the Trust will have more than 95 Holders, each Person indirectly owning an interest in the Trust through a partnership (including an entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a “flow through entity”) shall be treated as a Holder unless the Trustee determines in its sole discretion after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "Transfer Agent and Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by the Transferor at any time after the date of its initial issuance may be transferred or exchanged only upon the delivery to the Owner Trustee and the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or and the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section Section 2.05 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. [The Indenture Trustee initially appoints [_____________________] at its office located at [_____________________], as Transfer Agent and Registrar for each Series of Notes listed on the Luxembourg Stock Exchange.]

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the entity acting as transfer agent and registrar (the "Transfer Agent and Registrar Registrar") shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) Global Note exchanged for Definitive Notes. Unless otherwise set forth in accordance with its customary procedures. The an Indenture Supplement, the preceding provisions of this section Section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. The Indenture Trustee initially appoints Kredietbank S.A. Luxembourgeoise, at its office located at 43 Boulevard Royal, L-2955 Luxembourg, as Transfer Agent and Registrxx xxx xxxx Xxxxxx xx Xxxxx xxxxxx xx the Luxembourg Stock Exchange.

Registration of and Limitations on Transfer and Exchange of Notes. The Issuer shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the “Transfer Agent and Registrar shall keep Registrar”) a register (the “Note Register”) in which the Transfer Agent and Registrar shall provide for the registration of Notes and the registration of transfers of Notes. Indenture Trustee initially shall be Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. The Transfer Agent and Registrar shall be permitted to resign upon 30 days’ written notice to the Servicer and Issuer. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the If a Person other than Indenture Trustee of the identity and location of any successor is appointed by Issuer as Transfer Agent and Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and any change in the location of Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.2, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (UCC are satisfied as determined by the “NYUCC”) are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedAdministrator, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Note, Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metsatisfied as determined by the Administrator, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Note, Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by Transferor (or an Affiliate of Transferor disregarded as an entity separate from the Transferor for federal income tax purposes) at any time after the date of its initial issuance may be transferred or exchanged to a Person other than the Transferor (or an Affiliate of Transferor disregarded as an entity separate from the Transferor for federal income tax purposes) only upon the delivery to the Owner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange, and until such transfer or exchange, any such Note shall be evidenced by Definitive Notes or in book-entry form, but not through DTC. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No Unless otherwise provided in the related Indenture Supplement, no service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed of by the Transfer Agent and Registrar delivered to Indenture Trustee for subsequent destruction in accordance with its customary Indenture Trustee’s standard procedures. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary Indenture Trustee’s standard procedures. The preceding provisions of this section Section 2.5 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European cityNote. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement reasonably acceptable to the Indenture Trustee with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. Notwithstanding anything to the contrary in this Section 2.5, Transferor shall not execute, and (if given prior written notice by the Servicer of the inability of the Transferor to execute any Subject Instrument by operation of this paragraph) the Transfer Agent and Registrar shall not register the transfer of, any Subject Instrument if (i) after giving effect to the execution or transfer of such Subject Instrument, there would be 95 or more Private Holders or (ii) the transferee is none of (a) a United States Person, (b) a Person other than a United States Person who has provided Indenture Trustee and Transferor with Internal Revenue Service form W-8ECI, or (c) such other Person other than a United States Person with respect to whom Indenture Trustee and Transferor have received appropriate withholding documentation and other assurances (which may include legal opinions) confirming that such transferee is not subject to U.S. federal income tax withholding in respect of payments attributable to a Subject Instrument. No transfer, assignment or other conveyance of, or sale of a participation interest in, a Subject Instrument shall be permitted unless the Transfer Agent and Registrar is permitted to register the same in accordance with the immediately preceding sentence. Additionally, no Subject Instrument, or portion thereof, shall be transferred on or through (i) an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any proposed, temporary or final treasury regulation thereunder, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (ii) “secondary market” or “substantial equivalent thereof” within the meaning of Section 7704(b)(2) of the Code and any proposed, temporary or final treasury regulation thereunder, including a market wherein interests in the Issuer or the Certificate Trust are regularly quoted by any Person making a market in such interests and a market wherein any Person regularly makes available bid or offer quotes with respect to interests in the Issuer or the Certificate Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others. Any attempted transfer, assignment, conveyance, participation or subdivision in contravention of the preceding restrictions, as reasonably determined by the Transferor, shall be void ab initio and the purported transferor, seller or subdivider of such Subject Instrument shall be treated as the Holder of such Subject Instrument for all purposes of this Agreement.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register at the Corporate Trust Office of the Indenture Trustee (the “Note Register”) in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the “Transfer Agent and Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.5, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in as certified by the related Servicer to the Indenture Supplement are satisfiedTrustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same Series) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes of the same Series, in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metmet as certified by the Servicer to the Indenture Trustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. The Notes have not been registered or qualified under the Securities Act or the securities laws of any state. No transfer of any Note may be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and registration or qualification under applicable state securities laws or is exempt from such registration or qualification. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent Issuer and Registrar the Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration Any Note held by a Seller at any time after the date of transfer of any Note shall its initial issuance may be subject transferred or exchanged only upon the delivery to the additional requirementsIssuer and the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, if anyas the case may be, set forth in the related Indenture Supplementwith respect to such transfer or exchange. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or and the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedureseither. The preceding provisions of this section Section 2.4 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days five Business Days preceding the due date for any payment with respect to the NotesNote. If and so long as No transfer of any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so requireNote, the Transfer Agent and Registrar shall, at the discretion or of the Issuerright of any transferee of any Note to receive any payments of principal or interest under that Note, appoint a co-transfer agent and registrar in Luxembourg may be made or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar will be recognized unless the context otherwise requires. The Transfer Agent Note has been surrendered and Registrar shall enter into any appropriate agency agreement accepted for registration of transfer or exchange in accordance with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture Section 2.4; provided however, that relate a transfer of an interest in a Note by a Managing Agent to such agenta SPRC, its related Program Support Provider(s) or related Alternate Transferee(s) or Committed Purchaser(s) as applicable in accordance with the Note Purchase Agreement shall not require registration of transfer.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Trust shall keep cause to be kept a register (the “"Note Register”") in which the Transfer Agent and Registrar Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "Transfer Agent" and "Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer Trust shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Trust as Transfer Agent and Registrar, the Trust will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer Trust shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer Trust shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent Trust and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled by the Transfer Agent Trust and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Trust. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.16 was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section notwithstanding, the Issuer Trust shall not be required to make, and the Transfer Agent and Registrar need not register, register transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange a stock exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European cityaccordance with the rules of such exchange. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. Indenture Trustee initially shall be Transfer Agent and Registrar (in such capacity, the "TRANSFER AGENT AND REGISTRAR") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the If a Person other than Indenture Trustee of the identity and location of any successor is appointed by Issuer as Transfer Agent and Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)SECTION 3.2, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related as certified by Administrator to Indenture Supplement are satisfiedTrustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metmet as certified by Administrator to Indenture Trustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by Transferor at any time after the date of its initial issuance may be transferred or exchanged only upon the delivery to the Owner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by Issuer and delivered to Indenture Trustee for subsequent destruction without liability on the Transfer Agent and Registrar and disposed part of by either. Indenture Trustee shall destroy the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section SECTION 2.5 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Issuer shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. Notwithstanding any other provision of this Indenture, with respect to any Notes for which an Opinion of Counsel has not been issued opining on the treatment of such Notes as debt for federal income tax purposes, no transfer (or purported transfer) of all or any part of such Notes (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void AB INITIO, and no Person shall otherwise become a Holder of such Notes if (i) at the time of transfer (or purported transfer) such Notes are traded on an established securities market or readily tradeable on a secondary market or (ii) after such transfer (or purported transfer) the Trust would have more than 95 Holders of such Notes and any other interests in the Trust for which an Opinion of Counsel is not rendered in connection with the issuance of such interest to the effect that such interest will be characterized as debt for federal income tax purposes. For purposes of determining whether the Trust will have more than 95 Holders, each Person indirectly owning an interest in the Trust through a partnership (including an entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a "FLOW THROUGH ENTITY") shall be treated as a Holder unless the Trustee determines in its sole discretion after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner's interest in the flow-through entity is attributable to the flow-through entity's interest (direct or indirect) in the Trust.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "TRANSFER AGENT" and "REGISTRAR") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "TRANSFER AGENT AND REGISTRAR") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. Indenture Trustee initially shall be Transfer Agent and Registrar (in such capacity, the "TRANSFER AGENT AND REGISTRAR") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the If a Person other than Indenture Trustee of the identity and location of any successor is appointed by Issuer as Transfer Agent and Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)SECTION 3.2, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related as certified by Administrator to Indenture Supplement are satisfiedTrustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amountxxxxxxxxx xxxxxxxxx xxxxxx, upon surrender xxxx xxxxxxxxx of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metmet as certified by Administrator to Indenture Trustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by Transferor at any time after the date of its initial issuance may be transferred or exchanged only upon the delivery to the Owner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by Issuer and delivered to Indenture Trustee for subsequent destruction without liability on the Transfer Agent and Registrar and disposed part of by either. Indenture Trustee shall destroy the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section SECTION 2.5 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Issuer shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. Notwithstanding any other provision of this Indenture, with respect to any Notes for which an Opinion of Counsel has not been issued opining on the treatment of such Notes as debt for federal income tax purposes, no transfer (or purported transfer) of all or any part of such Notes (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void AB INITIO, and no Person shall otherwise become a Holder of such Notes if (i) at the time of transfer (or purported transfer) such Notes are traded on an established securities market or readily tradeable on a secondary market or (ii) after such transfer (or purported transfer) the Trust would have more than 95 Holders of such Notes and any other interests in the Trust for which an Opinion of Counsel is not rendered in connection with the issuance of such interest to the effect that such interest will be characterized as debt for federal income tax purposes. For purposes of determining whether the Trust will have more than 95 Holders, each Person indirectly owning an interest in the Trust through a partnership (including an entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a "FLOW THROUGH ENTITY") shall be treated as a Holder unless the Trustee determines in its sole discretion after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner's interest in the flow-through entity is attributable to the flow-through entity's interest (direct or indirect) in the Trust.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "Transfer Agent" and "Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar either. The Indenture Trustee shall dispose of (in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any ) the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Issuer. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.16 was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange a stock exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European cityaccordance with the rules of such exchange. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. (a) The Transfer Agent and Registrar Issuer shall keep cause to be kept at the Corporate Trust Office, a register (the “Note Register”) in which the entity acting as transfer agent and registrar (the “Transfer Agent and Registrar Registrar”) shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, debt and be entitled to the same rights and privileges under this Master Indenture and the related Indenture Supplement as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or and the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) Global Note exchanged for Definitive Notes. Unless otherwise set forth in accordance with its customary procedures. The an Indenture Supplement, the preceding provisions of this section Section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Master Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Master Indenture, that which will implement the provisions of this Master Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the entity acting as transfer agent and registrar (the "Transfer Agent and Registrar Registrar") shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Master Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) Global Note exchanged for Definitive Notes. Unless otherwise set forth in accordance with its customary procedures. The an Indenture Supplement, the preceding provisions of this section Section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Master Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Master Indenture, that which will implement the provisions of this Master Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the entity acting as transfer agent and registrar (the "Transfer Agent and Registrar Registrar") shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency (if any) referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) Global Note exchanged for Definitive Notes. Unless otherwise set forth in accordance with its customary procedures. The an Indenture Supplement, the preceding provisions of this section Section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 5 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agentNote.