Common use of Registration, Registration of Transfer and Exchange Clause in Contracts

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note or a beneficial interest in a Note shall be required to represent, or in the case of a Book-Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring and will not hold the Note or a beneficial interest in the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of the Note or a beneficial interest in the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.4), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note shall be required to represent, or in the case of a Note in book-entry form, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulation Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition and holding of the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The Notes may not be purchased with the assets of a Plan if the Issuer, the Indenture Trustee, the Owner Trustee, the Servicer or the Underwriters or any of their affiliates has investment or administrative discretion with respect to those Plan assets; has authority or responsibility to give, or regularly gives, investment advice with respect to those Plan assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those Plan assets and will be based on the particular investment needs for the Plan; or is an employer maintaining or contributing to the Plan. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2 hereof, the Owner Trustee on behalf of the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.4 or 9.06 Section 9.6 hereof not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer shall promptly appoint a successor successor, with the approval of the Note Insurer, or, if it elects not to make in the absence of such an appointment, the Issuer shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer Owner Trustee on behalf of the Issuer, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate initial principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Note Registrar duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or and the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.07 not involving any transfertransfer or any exchange made by the Note Insurer. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is not, and is not acquiring the Note on behalf of or with the assets of, an employee benefit plan or other retirement plan or arrangement that is subject to Title I of the Employee Retirement Income Security Act or 1974, as amended, or Section 4975 of the Code or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a Department of Labor Prohibited Transaction Class Exemption. Each Beneficial Owner of a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. (a) The Issuer and the Co-Issuer shall cause to be kept a register (the "NOTE REGISTER"“Notes Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer and the Co-Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed “Notes Registrar” for the purpose of maintaining the Notes Registrar and registering Notes and transfers and exchanges of such Notes with respect to the Notes Register kept in the United States as herein provided. Upon any resignation or removal of any Note the Notes Registrar, the Issuer and the Co-Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of Note Notes Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer and the Co-Issuer as Note Notes Registrar, the Issuer will and the Co-Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note a successor Notes Registrar and of the location, and any change in the location, of the Note Notes Register, and the Indenture Trustee shall have the right to inspect the Note Notes Register at all reasonable times and to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Notes Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number numbers of such Notes. Upon Subject to this Section 2.5, upon surrender for registration of transfer of any Note Notes at the office or agency of the Issuer to be maintained as provided in Section 3.027.2, the Issuer and the Co-Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class like terms, in any authorized denominations, denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such the office or agencyagency of the Issuer to be maintained as provided in Section 7.2. Whenever any Notes are so Note is surrendered for exchange, the Issuer and the Co-Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer and the Co-Issuer, evidencing the same debt, and entitled to the same benefits under this 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 byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Issuer and the Notes Registrar duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable in connection with any registration therewith. None of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstandingthe Notes Registrar, the Issuer or the Co-Issuer shall not be required (i) to make and issue, register the transfer of or exchange any Note Registrar need not register transfers or exchanges during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Note so selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Noteredemption.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in an "eligible guarantor institution" meeting the city requirements of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers Registrar, which requirements include membership or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.participation in Securities

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and times, to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, debt and entitled to the same benefits under this Indenture, 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Hxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note or a beneficial interest in a Note shall be required to represent, or in the case of a Book-Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring and will not hold the Note or a beneficial interest in the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of the Note or a beneficial interest in the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 fifteen (15) days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuers in a Place of Payment being herein sometimes collectively referred to as the "NOTE REGISTERRegister") in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby appointed "NOTE REGISTRARRegistrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided Issuers in Section 3.02a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuer Issuers shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of the same Class in any authorized denominations, denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes Notes, of the same Class in any authorized denominations, denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Issuers shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive; provided that no exchange of Initial Notes or Initial Additional Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC and the Trustee shall have received an Officers' Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the SEC and an Exchange Offer thereunder has been consummated. The Initial Notes or Additional Notes to be exchanged for the Exchange Notes shall be canceled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuers or the Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Issuers and the Registrar duly executed byexecuted, by the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Issuers 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of Notes under this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note3.05.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee Trustee, duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney and duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.4), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause the Notes to be registered and shall cause to be kept a register (the "NOTE REGISTER"“Register”) at the office of the Trustee in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed registrar (the “Registrar”) for the purpose of registering Notes and transfers of such Notes with respect to the Register maintained in the United States as herein provided. Upon any resignation or removal of any Note the Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note a Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal or face amounts and number numbers of such Notes. Upon written request at any time the Registrar shall provide to the Issuer, the Collateral Manager or the Initial Purchaser a current list of Holders as reflected in the Register. Subject to this Section 2.6, upon surrender for registration of transfer of any Note Notes at the office or agency of the Issuer to be maintained as provided in Section 3.027.2, the Issuer (and solely with respect to the Co-Issued Notes, the Co-Issuer) shall execute, and the Indenture Trustee shall authenticate authenticate, or cause the Authenticating Agent to authenticate, and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal or face amount. At any time, upon request of the Issuer, the Collateral Manager or the Initial Purchaser, the Trustee shall provide such requesting Person a list of Holders of the Notes. In addition, when permitted under this Indenture, the Issuers, the Trustee and the Collateral Manager shall be entitled to rely upon any certificate of ownership provided to the Trustee by a beneficial owner of a Note (including a Beneficial Ownership Certificate or a certificate in the form of Exhibit C) and/or other forms of reasonable evidence of such ownership as to the names and addresses of such beneficial owner and the Classes, principal amounts and CUSIP numbers of Notes beneficially owned thereby. At any time, upon request of the Applicable Issuer, the Collateral Manager or the Initial Purchaser, the Trustee shall provide such requesting Person a copy of each Beneficial Ownership Certificate that the Trustee has received. At the option of the Holder, Notes may be exchanged for other Notes of the same Class like terms, in any authorized denominations, denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so Note is surrendered for exchange, the Applicable Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, or cause the Authenticating Agent to authenticate, and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive. All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Applicable Issuer, evidencing the same debt (to the extent they evidence debt), and entitled to the same benefits under this Indenture, 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 byendorsed, or be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Indenture Trustee Registrar, duly executed by, by the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any transfer, tax or other governmental charge that may be imposed payable in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfertherewith. The preceding provisions Trustee shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of this Section notwithstanding, the Issuer shall not be required to make transferor and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Notetransferee.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note shall be required to represent, or in the case of a Book Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulation Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition and holding of the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The Notes may not be purchased with the assets of a Plan if the Issuer, the Indenture Trustee, the Owner Trustee, the Servicer or the Underwriters or any of their affiliates has investment or administrative discretion with respect to those Plan assets; has authority or responsibility to give, or regularly gives, investment advice with respect to those Plan assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those Plan assets and will be based on the particular investment needs for the Plan; or is an employer maintaining or contributing to the Plan. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Issuing Entity shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Servicer, on behalf of the Issuing Entity, shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, the Servicer, on behalf of the Issuing Entity, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer Issuing Entity as Note Registrar, the Issuer Issuing Entity will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Issuing Entity to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Issuing Entity, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, ; one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountinitial Class Note Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate principal amountClass Note Balance, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerIssuing Entity, evidencing the same debt, and entitled to the same benefits under this 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 byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to the Indenture Trustee included in Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 2.07 or Section 9.06 not involving any transferhereof. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is a Plan and is not, directly or indirectly, acquiring the Note or any interest therein on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Plan or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a United States Department of Labor prohibited transaction class exemption (or, if the transferee is a Governmental Plan, will not result in a violation of applicable law). Each Beneficial Owner of a Note which is a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. Except for a transfer made to SFM or to an affiliate of SFM, no transfer of a Note in the form of a Definitive Note shall be made unless the Note Registrar shall have received a representation from the transferee of such Note, acceptable to and in form and substance satisfactory to the Note Registrar and the Depositor (such requirement is satisfied only by the Note Registrar’s receipt of a transfer affidavit from the transferee substantially in the form of Exhibit B hereto), to the effect that such transferee (i) is not acquiring such Note for, or with the assets of, an employee benefit plan or other retirement arrangement that is subject to Section 406 of ERISA or Section 4975 of the Code or any substantially similar law (“Similar Law”), or any entity deemed to hold the plan assets of the foregoing (collectively, “Benefit Plans”), or (ii) its acquisition and holding of such Note for, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result in a non-exempt violation of any Similar Law. In the case of a Note that is a Book-Entry Note, for purposes of clauses (i) or (ii) of the first sentence of the preceding paragraph, such representations shall be deemed to have been made to the Note Registrar by the transferee’s acceptance of such Note that is also a Book-Entry Note (or the acceptance by a Note Holder of the beneficial interest in such Note). To the extent permitted under applicable law (including, but not limited to, ERISA), neither the Indenture Trustee nor the Note Registrar shall have any liability to any Person for any registration of transfer of any Note that is in fact not permitted by this Section 2.03 or for making any payments due on such Note to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement. In addition, neither the Indenture Trustee nor the Note Registrar shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any Note in the form of a Book-Entry Note, and neither the Indenture Trustee nor the Note Registrar shall have any liability for transfers of a Book-Entry Note or any interest therein made in violation of the restrictions on transfer described in the Prospectus Supplement and this Agreement. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Any 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note 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 Notes, other than exchanges pursuant to Section 2.03 2.04 or Section 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date Payment Date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer Issuers and the Subsidiary Guarantors shall cause to maintain in the continental United States a registrar with an office or agency where Notes may be kept presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register (the "NOTE REGISTER"“Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the principal amounts term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and number address of such any Agent not a party to the Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent or Registrar. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes at the Corporate Trust Office. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02Registrar, the Issuer Issuers shall execute, execute and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of the same Class in any authorized denominations, denominations and of a like tenor and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, Issuers evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Issuers and the Registrar duly executed byexecuted, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Issuers may require payment of a sum sufficient to cover any transfer tax or other governmental charge taxes and fees that may be imposed by law or the Indenture in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant . If the Notes are to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstandingbe redeemed in part, the Issuer Issuers shall not be required (A) to register the transfer of or exchange any Notes during a period of 15 days before a selection of Notes for redemption under Section 4.02, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Further, the Issuers shall not be required to make register the transfer of or exchange any Notes between a record date and the Note Registrar need not register transfers or exchanges next succeeding Interest Payment Date. The provisions of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect clauses (a) through (d) below shall apply only to the Note.Global Notes:

Registration, Registration of Transfer and Exchange. (a) The Issuer Trustee is hereby appointed as the registrar of the Class A Notes (the Class A Note Registrar) and the Revolving Credit Note Agent has been appointed as the registrar of the Class A-R Notes under the Revolving Credit Note Agreement (in such capacity, the Class A-R Note Registrar and together with the Class A Note Registrar, each a Note Registrar). The Trustee is hereby appointed as a Transfer Agent with respect to the Notes. Each Note Registrar shall cause to be kept keep, on behalf of the Issuer, a register (the "NOTE REGISTER"Class A Note Register) for the Class A Notes and a register (the Class A-R Note Register and, together with the Class A Note Register, the Note Registers) for the Class A-R Notes, in its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer such Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" for the purpose of registering Class A Notes and transfers of Notes as herein providedthe Class A-R Notes. Upon any resignation or removal of any either Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of such Note Registrar. The Issuer may not terminate the appointment of the Note Registrars or any Transfer Agent or appoint a new Note Registrar or Transfer Agent without the consent of the Majority Noteholders. If a Person other than the Indenture Trustee is appointed by the Issuer as a Class A Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such a Class A Note Registrar Registrar, and of the location, and any change in the location, of the Class A Note RegisterRegistrar, and the Indenture Trustee shall have the right to inspect the Class A Note Register at all reasonable times and to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Class A Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Class A Notes and the principal or face amounts and number numbers of such Class A Notes. Upon written request at any time, the Class A Note Registrar shall provide to the Issuer, the Collateral Manager or any Holder of a Class A Note a current list of Class A Noteholders as reflected in the Class A Note Register. If a Person other than the Revolving Credit Note Agent is appointed as a Class A-R Note Registrar, the Issuer will give the Revolving Credit Note Agent prompt written notice of the appointment of a Class A-R Note Registrar, and of the location, and any change in the location, of the Class A-R Note Registrar, and the Revolving Credit Note Agent shall have the right to inspect the Class A-R Note Register at all reasonable times and to obtain copies thereof and the Revolving Credit Note Agent shall have the right to rely upon a certificate executed on behalf of the Class A-R Note Registrar by an Officer thereof as to the names and addresses of the Holders of the Class A-R Notes and the principal or face amounts and numbers of such Class A-R Notes. Upon written request at any time, the Class A-R Note Registrar shall provide to the Issuer, the Collateral Manager or any Holder of a Class A-R Note a current list of Class A-R Noteholders as reflected in the Class A-R Note Register. Subject to this Section 2.5, upon surrender for registration of transfer of any Note Notes at the office or agency of the Issuer to be maintained as provided in Section 3.027.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal or face amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class like terms, in any authorized denominations, denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so Note is surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive. All Notes issued authenticated and delivered upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt (to the extent they evidence debt), and entitled to the same benefits under this Indenture, 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 byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee applicable Note Registrar duly executed by, by the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer Issuer, the Note Registrars or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfertherewith. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the applicable Note Registrar need not register transfers or exchanges the Trustee shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and transferee. Each Note Registrar shall ensure that the applicable Note Register is maintained in a manner such that the Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Noteare treated as Registered.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such the Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.02 hereof, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amountNote Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 the form satisfactory attached to the Indenture Trustee form of Note attached as Exhibit A hereto duly executed by, by the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in an "eligible guarantor institution" meeting the city requirements of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireSecurities Transfer Agents' Medallion Program ("STAMP"). No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 hereof not involving any transfer. The preceding provisions of this Section 2.03 notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.4), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note RegistrarRegistrar with the consent of the Note Insurer, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 and the Note Insurer shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders Owners of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Owner shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holderany Owner, Notes owned by such Owner may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Owner shall obtain from the Indenture Trustee, the Notes which the Noteholder Owner making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Owner thereof or such HolderOwner's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder an Owner for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.4 or 9.06 Section 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "NOTE REGISTERRegister") in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby appointed "NOTE REGISTRARRegistrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided Company in Section 3.02a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of the same Class in any authorized denominations, denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes Notes, of the same Class in any authorized denominations, denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive; provided that no exchange of Initial Notes or Initial Additional Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC and the Trustee shall have received an Officer's Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the SEC and an exchange offer thereunder has been consummated. The Initial Notes or Additional Notes to be exchanged for the Exchange Notes shall be canceled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Company and the Registrar duly executed byexecuted, by the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Company 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of Notes under this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note3.05.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company located, or having a correspondent located, participation in the city of New York Securities Transfer Agent’s Medallion Program (“STAMP”) or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents “signature guarantee program” as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and determined by the Note Registrar need not register transfers in addition to, or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding in substitution for, STAMP, all in accordance with the due date for any payment with respect to the NoteExchange Act.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and times, to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, debt and entitled to the same benefits under this Indenture, 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations obligation of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee Trustee, duly executed by, by the Holder Noteholder thereof or such Holder's attorney Noteholder’s attorney, and duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.04), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2 or, with respect to the Reset Rate Notes, to the Note Registrar or any transfer agent, as applicable, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.4 and Section 2.13), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Administrator shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee Administrator is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee and the Indenture Administrator prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee and the Indenture Administrator shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee Administrator shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Administrator shall authenticate and the Noteholder shall obtain from the Indenture TrusteeAdministrator, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee Administrator shall authenticate and the Noteholder shall obtain from the Indenture TrusteeAdministrator, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee Administrator duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Administrator 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture, such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such the Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.02 hereof, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amountNote Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 the form satisfactory attached to the Indenture Trustee form of Note attached as Exhibit A hereto duly executed by, by the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in an “eligible guarantor institution” meeting the city requirements of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireSecurities Transfer Agents’ Medallion Program (“STAMP”). No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 hereof not involving any transfer. The preceding provisions of this Section 2.03 notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer Co-Issuers shall cause to be kept at the Corporate Trust Office of the Trustee a register (the "NOTE REGISTER"register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Co-Issuers shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Note Register shall be "NOTE REGISTRAR" in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as note registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Co-Issuers designated pursuant to be maintained as provided in Section 3.021002, the Issuer Co-Issuers shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Co-Issuers shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCo-Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by either of the Co-Issuers or the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Indenture Trustee Co-Issuers and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Co-Issuers may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 Sections 202, 303, 906, 1017, 1018, or 9.06 1108 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Note Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Note Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Note Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Note Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Note Trustee is appointed by the Note Issuer as Note Registrar, the Note Issuer will give the Indenture Note Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Note Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Note Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive a Responsible Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Note Issuer to be maintained as provided in Section 3.02, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Series (and, if applicable, Class) and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Series (and, if applicable, Class) and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Note Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Note Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Note Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Note Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Note Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Note Trustee is appointed by the Note Issuer as Note Registrar, the Note Issuer will give the Indenture Note Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Note Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Note Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive a Responsible Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Note Issuer to be maintained as provided in Section 3.02, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Class and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Class and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Note Issuer, evidencing the same debt, and entitled to the same benefits under this Note 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Trust shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Servicer, on behalf of the Trust, shall promptly appoint a successor successor, with the approval of the Note Insurer, or, if it elects not to make in the absence of such an appointment, the Servicer, on behalf of the Trust, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Trust to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountinitial Note Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate principal amountNote Principal Balance, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerTrust, evidencing the same debt, and entitled to the same benefits under this 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 byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to the Indenture Trustee included in Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or Note Registrar, on behalf of the Indenture Trustee Trust, may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.07 hereof not involving any transfertransfer or any exchange made by the Note Insurer. No transfer of a Note shall be made to the Unaffiliated Seller or, to the actual knowledge of a Responsible Officer of the Indenture Trustee, to any of the Unaffiliated Seller's Affiliates, successors or assigns. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is not, and is not acquiring the Note on behalf of or with the assets of, an employee benefit plan or other retirement plan or arrangement that is subject to Title I of the Employee Retirement Income Security Act or 1974, as amended, or Section 4975 of the Code or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a Department of Labor Prohibited Transaction Class Exemption. Each Beneficial Owner of a Note which is a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. (a) The Issuer Note Registrar shall cause to be kept maintain a register (the "NOTE REGISTER") Note Register in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration transfers and exchanges of transfers of NotesNotes as provided in this Indenture. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedprovided in this Indenture. Upon any resignation of any In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall promptly appoint a another bank or trust company, having an office or agency located in Minneapolis, Minnesota, agreeing to act in accordance with the provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor or, if it elects not to make such an appointment, assume the duties of Note RegistrarRegistrar under this Indenture. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The --------------------------------------------------- Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture, such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note or a beneficial interest in a Note shall be required to represent, or in the case of a Book Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulation Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition and holding of the Note or a beneficial interest in the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note RegistrarRegistrar appointed by the Issuer, the Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, shall assume the duties of Note Registrar. If a Person other than At any time at which the Indenture Trustee is appointed by not also the Issuer as Note Registrar, the Issuer will give Trustee shall be a co-Note Registrar. The Trustee, if it shall ever be serving as co-Note Registrar, shall furnish the Indenture Trustee prompt written notice of the appointment of such Note Registrar promptly after each authentication of a Note by the Trustee appropriate information with respect thereto for entry by the Note Registrar into the Note Register. If the Trustee shall at any time not be authorized to keep and of the location, and any change in the location, of maintain the Note Register, and the Indenture Trustee shall have the right to inspect the such Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely conclusively upon a certificate executed on behalf of the Person in charge of the Note Registrar by an Executive Officer thereof Register as to the names and addresses of the Holders holders of the Notes and the principal amounts and number numbers of such NotesNotes so held. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, and of the same Class and a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in of any authorized denominations, denominations and of a like aggregate initial principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed byexecuted, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.08 not involving any transfer. The preceding provisions Notes will initially be represented by certificated Notes registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"). No person acquiring a beneficial interest in a Note will be entitled to receive a certificated Note, except as described in the next paragraph of this Section notwithstanding, 2.07. The Notes will be issued to and registered in the Note Register in the name of a person acquiring a beneficial interest in such Notes only if (i) the Trustee receives a written notice from the Issuer shall not be required that DTC is no longer willing or able to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment discharge properly its responsibilities as depository with respect to the NoteNotes and the Issuer is unable to locate a qualified successor or (ii) the Issuer, at its option, elects to terminate the book-entry system through DTC. Upon the occurrence of either event described in clauses (i) and (ii) above, the Trustee shall notify DTC of the occurrence of either such event. Upon surrender by DTC of the certificated Notes and satisfaction of the conditions set forth in this Section 2.07 of the Indenture for the registration of transfer and receipt by the Trustee of a list of the names and addresses of the beneficial owners of the Notes in whose name the Notes are to be registered, new Notes shall be delivered pursuant to this Section 2.07.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2 or, with respect to the Reset Rate Notes, to the Note Registrar or any transfer agent, as applicable, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. On each Reset Date on which either the All Hold Rate is not applicable or fewer than 100% of a class of Reset Rate Noteholders permissibly elect to hold their Reset Rate Notes, the Indenture Trustee shall allocate the aggregate Outstanding Amount of such class of Reset Rate Notes, if such class of Reset Rate Notes is to be denominated in U.S. Dollars during the immediately following Reset Period, to the Global Note Certificates, any of which may, from time to time during the related Reset Period, represent between zero and 100% of the Outstanding Amount of such Reset Rate Notes. On any Reset Date when a class of Reset Rate Notes is to be denominated in a currency other than U.S. Dollars during the immediately following Reset Period, the Outstanding Amount of such class of Reset Rate Notes shall be allocated entirely to the Non-U.S. Global Note Certificates, as applicable, and the corresponding U.S. Rule 144A Global Certificate will have an outstanding principal balance of zero. Any transfer of a class of Reset Rate Notes when such class is denominated in a non-U.S. Dollar Currency (other than on a Reset Date) between the related U.S. Rule 144A Global Note Certificate and the related Non-U.S. Global Note Certificates is not permitted and any attempt or inadvertent transfer shall be null and void and of no effect. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.4, Section 2.13 and Appendix A-3 to this Indenture), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer Trust shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Servicer, on behalf of the Trust, shall promptly appoint a successor successor, with the approval of the Note Insurer, or, if it elects not to make in the absence of such an appointment, the Servicer, on behalf of the Trust, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Trust to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, Authorized Denominations and of a like aggregate principal amountinitial Note Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominationsAuthorized Denominations, and of a like aggregate principal amountNote Principal Balance, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerTrust, evidencing the same debt, and entitled to the same benefits under this 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 byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to the Indenture Trustee included in Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or Note Registrar, on behalf of the Indenture Trustee Trust, may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.07 hereof not involving any transfertransfer or any exchange made by the Note Insurer. No transfer of a Note shall be made to the Unaffiliated Seller or, to the actual knowledge of a Responsible Officer of the Indenture Trustee, to any of the Unaffiliated Seller's Affiliates, successors or assigns. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is not, and is not acquiring the Note on behalf of or with the assets of, an employee benefit plan or other retirement plan or arrangement that is subject to Title I of the Employee Retirement Income Security Act or 1974, as amended, or Section 4975 of the Code or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a Department of Labor Prohibited Transaction Class Exemption. Each Beneficial Owner of a Note which is a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee [and the Securities Insurer] prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee [and the Securities Insurer] shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee [and the Securities Insurer] shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.02 hereof, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agents' Medallion Program ("Stamp") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder [or the Securities Insurer] for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 hereof not involving any transfer. The preceding provisions of this Section 2.03 notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Administrator shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee Administrator is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee and the Indenture Administrator prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee and the Indenture Administrator shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee Administrator shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Administrator shall authenticate and the Noteholder shall obtain from the Indenture TrusteeAdministrator, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee Administrator shall authenticate and the Noteholder shall obtain from the Indenture TrusteeAdministrator, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee Administrator duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney (such attorney to be duly authorized in writing, ) with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Administrator 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture, such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note RegistrarRegistrar with the consent of the Note Insurer, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 and the Note Insurer shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders Owners of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Owner shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holderany Owner, Notes owned by such Owner may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Owner shall obtain from the Indenture Trustee, the Notes which the Noteholder Owner making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Owner thereof or such HolderOwner's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having in substitution for, STAMP, all in accordance with the Exchange Act. Any Noteholder using the assets of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to the provisions of Title I of ERISA, (ii) a correspondent locatedplan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the city of New York or entity to purchase the city in which the Corporate Trust Office is locatedNotes, or to whom the Notes are transferred, will be deemed to have represented that the acquisition and continued holding of the Notes will be covered by a member firm U.S. Department of a national securities exchange, and such other documents as the Indenture Trustee may requireLabor Class Exemption. No service charge shall be made to a Holder an Owner for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.4 or 9.06 Section 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer Trust shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Trust shall provide for the registration of Secured Notes and the registration of transfers of Secured Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Secured Notes and transfers of Secured Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Servicer, on behalf of the Trust, shall promptly appoint a successor successor, with the approval of the Note Purchaser, or, if it elects not to make in the absence of such an appointment, the Servicer, on behalf of the Trust, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Secured Note at the office or agency of the Issuer Trust to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Secured Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountNote Principal Balance. At the option of the Holder, Secured Notes may be exchanged for other Secured Notes of the same Class in any authorized denominations, and of a like aggregate principal amountNote Principal Balance, upon surrender of the Secured Notes to be exchanged at such office or agency. Whenever any Secured Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Secured Notes which that the Noteholder making the exchange is entitled to receive. All Secured Notes issued upon any registration of transfer or exchange of Secured Notes shall be the valid obligations of the IssuerTrust, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Secured Notes surrendered upon such registration of transfer or exchange. Every Secured Note presented or surrendered for registration of transfer or exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to of the Indenture Trustee Assignment included at Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Secured Notes, but the Issuer or Note Registrar, on behalf of the Indenture Trustee Trust, may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Secured Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.07 hereof not involving any transfertransfer or any exchange made by the Note Purchaser. The preceding provisions Solely for the purposes of this Section notwithstandinggiving any consent, waiver, request or demand pursuant hereto, any Secured Note registered in the Issuer name of the Servicer or any Subservicer, or any Affiliate of any of them, shall be deemed not to be outstanding and the undivided Percentage Interest evidenced thereby shall not be required taken into account in determining whether the requisite percentage of Secured Notes necessary to make and the Note Registrar need not register transfers effect any such consent, waiver, request or exchanges of Notes selected for redemption or demand has been obtained. For purposes of any Note for a period consent, waiver, request or demand of 15 days preceding Noteholders pursuant hereto, upon the due date for any payment with respect Indenture Trustee's request, the Servicer shall provide to the NoteIndenture Trustee a notice identifying any of its Affiliates of the Affiliates of any Subservicer that is a Noteholder as of the date(s) specified by the Indenture Trustee in such request.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause the Notes to be Registered and shall cause to be kept a register (the "NOTE REGISTER"“Register”) at the office of the Trustee in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed registrar (the “Registrar”) for the purpose of registering Notes and transfers of such Notes with respect to the Register maintained in the United States as herein provided. Upon any resignation or removal of any Note the Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note a Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal or face amounts and number numbers of such Notes. Upon written request at any time the Registrar shall provide to the Issuer, the Collateral Manager or the Initial Purchaser a current list of Holders as reflected in the Register. Subject to this Section 2.5, upon surrender for registration of transfer of any Note Notes at the office or agency of the Issuer to be maintained as provided in Section 3.027.2, the Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, or cause the Authenticating Agent to authenticate, and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal or face amount. At any time, upon request of the Issuer, the Collateral Manager or the Initial Purchaser, the Trustee shall provide such requesting Person a list of Holders of the Notes. In addition, when permitted under this Indenture, the Issuer, the Trustee and the Collateral Manager shall be entitled to rely upon any certificate of ownership provided to the Trustee by a beneficial owner of a Note (including a Beneficial Ownership Certificate or a certificate in the form of Exhibit D) and/or other forms of reasonable evidence of such ownership as to the names and addresses of such beneficial owner and the Classes, principal amounts and CUSIP numbers of Notes beneficially owned thereby. At any time, upon request of the Issuer, the Collateral Manager or the Initial Purchaser, the Trustee shall provide such requesting Person a copy of each Beneficial Ownership Certificate that the Trustee has received. At the option of the Holder, Notes may be exchanged for other Notes of the same Class like terms, in any authorized denominations, denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so Note is surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, or cause the Authenticating Agent to authenticate, and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive. All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt (to the extent they evidence debt), and entitled to the same benefits under this Indenture, 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 byendorsed, or be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Indenture Trustee Registrar, duly executed by, by the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any transfer, tax or other governmental charge that may be imposed payable in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfertherewith. The preceding provisions Trustee shall be permitted to request such evidence reasonably satisfactory to it documenting the identity, authority, and/or signatures of this Section notwithstanding, the Issuer shall not be required to make transferor and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Notetransferee.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note or a beneficial interest in a Note shall be required to represent, or in the case of a Book-Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring and will not hold the Note or a beneficial interest in the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of the Note or a beneficial interest in the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee and the Insurer prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee and the Insurer shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee and the Insurer shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2 hereof, the Owner Trustee on behalf of the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.4 or 9.06 Section 9.6 hereof not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Issuers shall cause to be kept at the Corporate Trust Office of the Trustee a register (the "NOTE REGISTER"register maintained in such office and in any other office or agency designated pursuant to Section 10.02 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Note Register shall be "NOTE REGISTRAR" in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as note registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Issuers designated pursuant to be maintained as provided in Section 3.0210.02, the Issuer Issuers shall execute, and upon Issuer Order the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Issuers shall execute, and upon Issuer Order the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers) be duly endorsed byendorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Indenture Trustee Issuers, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or repurchase of Notes, but the Issuer or the Indenture Trustee Issuers may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 Sections 3.03, 3.04, 9.06 or 9.06 11.02 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note RegistrarRegistrar and shall promptly notify the Noteholders of such appointment or assumption. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements may include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribeprescribe and the restrictions on transfers of the Subordinate Notes set forth herein, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon Subject to the restrictions and limitations set forth below, upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such the Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.02 hereof, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amountNote Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 the form satisfactory attached to the Indenture Trustee form of Note attached as Exhibit A hereto duly executed by, by the Holder thereof or such Holder's Hxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in an “eligible guarantor institution” meeting the city requirements of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireSecurities Transfer Agents’ Medallion Program (“STAMP”). No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 hereof not involving any transfer. The preceding provisions of this Section 2.03 notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, which the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Note Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Note Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Note Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein providedprovided and shall keep and maintain the Note Register on behalf of the Note Issuer. Upon any resignation of any Note Registrar, the Note Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Note Trustee is appointed by the Note Issuer as Note Registrar, the Note Issuer will give the Indenture Note Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Note Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Note Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive a Responsible Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Note Issuer to be maintained as provided in Section 3.02, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Class and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Class and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Note Issuer, evidencing the same debt, and entitled to the same benefits under this Note 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause the Note Registrar to be kept keep a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it the Note Registrar may prescribeprescribe and the restrictions on transfers of the Notes set forth herein, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Securities Administrator shall be "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein providedinitial Note Registrar. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee or the Securities Administrator is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee and the Securities Administrator prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the . 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon Subject to Section 2.3, upon surrender for registration of transfer of any Note at the office or agency of the Issuer Note Registrar to be maintained as provided in Section 3.023.2, the Issuer shall execute, and the Indenture Trustee Note Registrar shall authenticate upon receipt of an Issuer Order and the Noteholder shall be entitled to obtain from the Indenture TrusteeNote Registrar, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee Note Registrar shall authenticate upon receipt of an Issuer Order and the Noteholder shall be entitled to obtain from the Indenture TrusteeNote Registrar, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 (a) duly endorsed byby the Noteholder thereof, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Note Registrar and (b) duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the Note Registrar’s requirements, including membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or another “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireSTAMP. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note 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 Notes, other than exchanges pursuant to this Section 2.03 or 9.06 2.4 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar need not register and shall not be required to make and the Note Registrar need not register transfers transfer or exchanges of exchange those Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note or a beneficial interest in a Note shall be required to represent, or in the case of a Book Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring and will not hold the Note or a beneficial interest in the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulation Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of the Note or a beneficial interest in the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "NOTE REGISTERSecurity Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "NOTE REGISTRAR" Security Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to be maintained as provided in Section 3.021002, the Issuer Company shall execute, execute and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. At the option Furthermore, any Holder of the HolderRestricted Global Note shall, Notes by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be exchanged for other Notes effected only through a book-entry system maintained by the Holder of the same Class in any authorized denominationssuch Global Note (or its agent), and that ownership of a like aggregate principal amount, upon surrender of beneficial interest in the Notes Note shall be required to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receivereflected in a book entry. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany and, pursuant to the Note Guarantees, the Subsidiary Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Company and the Security Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Company 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 Notes, other than exchanges pursuant to Section 2.03 303, 304, 801, 906, 1009 or 9.06 1108 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer Company shall not be required (i) to make and issue, register the transfer of or exchange any Note Registrar need not register transfers or exchanges during a period beginning at the opening of business 15 days before the selection of Notes to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note for a period of 15 days preceding the due date for any payment with respect to the Notebeing redeemed in part.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture, such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer Trust shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Servicer, on behalf of the Trust, shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, the Servicer, on behalf of the Trust, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer Trust as Note Registrar, the Issuer Trust will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Trust to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, ; one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountinitial Class Note Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate principal amountClass Note Balance, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerTrust, evidencing the same debt, and entitled to the same benefits under this 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 byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to the Indenture Trustee included in Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 2.07 or Section 9.06 not involving any transferhereof. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is a Plan and is not, directly or indirectly, acquiring the Note or any interest therein on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Plan or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a United States Department of Labor prohibited transaction class exemption (or, if the transferee is a Governmental Plan, will not result in a violation of applicable law). Each Beneficial Owner of a Note which is a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.4 or 9.06 Section 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer Trust shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Master Servicer, on behalf of the Trust, shall promptly appoint a successor successor, with the approval of the Note Insurer, or, if it elects not to make in the absence of such an appointment, the Master Servicer, on behalf of the Trust, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer Trust as Note Registrar, the Issuer Trust will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Trust to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, ; one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountinitial Note Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate principal amountNote Principal Balance, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerTrust, evidencing the same debt, and entitled to the same benefits under this 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 byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to the Indenture Trustee included in Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 2.07 or Section 9.06 hereof not involving any transfertransfer or any exchange made by the Note Insurer. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is not, and is not acquiring the Note on behalf of or with the assets of, an employee benefit plan or other retirement plan or arrangement that is subject to Title I of ERISA or Section 4975 of the Code or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a Department of Labor Prohibited Transaction Class Exemption. Each Beneficial Owner of a Note which is a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. 5 (2017-A Indenture) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) that the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring such Note (or interest therein) with the assets of a Plan; or (ii) the acquisition and holding of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. 5 (2020-C Indenture) In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring such Note (or interest therein) with the assets of a Benefit Plan Investor or Plan subject to Similar Law; or (ii) the acquisition and holding of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. 5 (2017-B Indenture) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) that the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. 5 (2023-A Indenture) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring such Note (or interest therein) with the assets of a Benefit Plan Investor or Plan subject to Similar Law; or (ii) the acquisition and holding of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer Issuers shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the Trustee in such capacity, together with any successor of the Trustee in such capacity, the "NOTE REGISTRAR" Note Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Issuers designated pursuant to be maintained as provided in Section 3.021002, the Issuer Issuers shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interest in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination (not less than $1,000) and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchangeexchange (including an exchange of Initial Notes or Additional Notes for Exchange Notes or Private Exchange Notes), the Issuer Issuers shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive; provided that (i) no exchange of Initial Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC, the Trustee shall have received an Officers' Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the SEC and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee and (ii) no exchange of Additional Notes for Exchange Notes shall occur until a registration statement shall have been declared effective by the SEC, the Trustee shall have received an Officers' Certificate confirming that the registration statement has been declared effective by the SEC and the Additional Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers or the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Issuers and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Issuers 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 Notes, other than exchanges pursuant to Section 2.03 304, 906, 1012, or 9.06 1108, not involving any transfer. The preceding provisions Note Register shall be in written form in the English language or in any other form including computerized records, capable of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for being converted into such form within a period of 15 days preceding the due date for any payment with respect to the Notereasonable time.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the "NOTE REGISTER"register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Note Register shall be "NOTE REGISTRAR" in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the Trustee in such capacity, together with any successor of the Trustee in such capacity, the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to be maintained as provided in Section 3.021002, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest in a Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchangeexchange (including an exchange of Initial Notes for Exchange Notes), the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive; provided that no exchange of Initial Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission, the Trustee shall have received an Officers’ Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the Commission, together with an Opinion of Counsel, and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Company and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Company 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 Notes, other than exchanges pursuant to Section 2.03 304, 906, 1016, 1017 or 9.06 1108, not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Trust shall cause to be kept a register (the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Issuer Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Master Servicer, on behalf of the Trust, shall promptly appoint a successor successor, with the approval of the Note Insurer, or, if it elects not to make in the absence of such an appointment, the Master Servicer, on behalf of the Trust, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer Trust as Note Registrar, the Issuer Trust will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Trust to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, ; one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountinitial Note Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate principal amountNote Principal Balance, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerTrust, evidencing the same debt, and entitled to the same benefits under this 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 byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to the Indenture Trustee included in EXHIBIT A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 2.07 or Section 9.06 hereof not involving any transfertransfer or any exchange made by the Note Insurer. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is not, and is not acquiring the Note on behalf of or with the assets of, an employee benefit plan or other retirement plan or arrangement that is subject to Title I of ERISA or Section 4975 of the Code or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a Department of Labor Prohibited Transaction Class Exemption. Each Beneficial Owner of a Note which is a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to ERISA, a “plan” described in Section 4975(e)(1) of the Code, any entity that is deemed to hold “plan assets” of any of the foregoing by reason of an employee benefit plan’s or other plan’s investment in such entity, or any governmental, foreign or church plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, unless such transferee represents, warrants and covenants that its purchase and holding of such Note, throughout the period that it holds such Note, is and will be, eligible for relief under Section 408(b)(17) of ERISA; Department of Labor prohibited transaction class exemption (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38; PTCE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental, foreign or church plan, subject to law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, a similar type of exemption or other applicable relief). By its acquisition of a Note in book-entry form or any interest therein, each transferee will be deemed to have represented, warranted and covenanted that it satisfies the foregoing requirements and the Indenture Trustee may rely conclusively on the same for purposes hereof. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer Issuers, the Parent Guarantor and the Subsidiary Guarantors shall cause to maintain in the contiguous United States a registrar with an office or agency where Notes may be kept presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register (the "NOTE REGISTER"“Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the principal amounts term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and number address of such any Agent not a party to the Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Parent Guarantor or a Subsidiary may act as Paying Agent or Registrar. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes at the Corporate Trust Office of the Trustee. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02Registrar, the Issuer Issuers shall execute, execute and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of the same Class in any authorized denominations, denominations and of a like tenor and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, Issuers evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Issuers and the Registrar duly executed byexecuted, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of any Notes, but the Issuer or the Indenture Trustee Issuers may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed by law or the Indenture in connection with any registration of transfer or exchange of any Notes, other than exchanges pursuant . If the Notes are to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstandingbe redeemed in part, the Issuer Issuers shall not be required (A) to issue, register the transfer of or exchange any Notes during a period of 15 days before a selection of Notes for redemption under Section 3.02, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Further, the Issuers shall not be required to make register the transfer of or exchange any Notes after a record date and on or before the Note Registrar need not register transfers or exchanges next succeeding Interest Payment Date. The provisions of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect clauses (a) through (d) below shall apply only to the Note.Global Notes:

Registration, Registration of Transfer and Exchange. The --------------------------------------------------- Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Any 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such HolderXxxxxx's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.04 or Section 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for United States federal income tax purposes may not be transferred for United States federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for United States federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for United States federal income tax purposes or (y) that the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring such Note (or interest therein) with the assets of a Plan; or (ii) the acquisition and holding of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Xxxxxxxxx" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated pursuant to Section 10.2 being herein sometimes referred to as the "NOTE REGISTERSenior Note Register") in which, subject to such reasonable regulations as it the Senior Note Registrar may prescribe, the Issuer shall provide for the registration of Senior Notes and the registration of transfers of Senior Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARSenior Note Registrar" for the purpose of registering Senior Notes and transfers of Senior Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Senior Note in certificated form at the office or agency of the Issuer designated pursuant to be maintained as provided in Section 3.0210.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Senior Notes of the same Class in any authorized denomination or denominations, of a like aggregate principal amount. At the option of the Holder, Senior Notes may be exchanged for other Senior Notes of the same Class in any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Senior Notes to be exchanged at such office or agency. Whenever any such Senior Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Senior Notes which the Noteholder Holder making the exchange is entitled to receive. All Senior Notes issued upon any registration of transfer or exchange of Senior Notes shall be the valid obligations of the Issuer, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Senior Notes surrendered upon such registration of transfer or exchange. Every Senior Note presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Issuer or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Issuer and the Senior Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Senior Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Senior Notes, other than exchanges pursuant to Section 2.03 3.3, 3.4, 9.6, 10.13, or 9.06 11.10 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required (a) to make and issue, register the transfer of or exchange any Senior Note Registrar need not register transfers or exchanges during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Senior Notes selected for redemption under Section 11.6 and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange any Senior Note so selected for redemption in whole or in part, except the unredeemed portion of Senior Notes being redeemed in part. All Series A Notes issued hereunder shall bear the following legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND IN ANY EVENT MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH THE INDENTURE, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. THE EXEMPTION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT MAY BE AVAILABLE TO PERMIT SALE OR TRANSFER OF THIS SECURITY TO QUALIFIED INSTITUTIONAL BUYERS (WITHIN THE MEANING OF RULE 144A) WITH REGISTRATION. EACH HOLDER OF THIS SECURITY REPRESENTS TO THE ISSUER THAT (A) SUCH HOLDER WILL NOT SELL OR OTHERWISE TRANSFER THIS SECURITY (WITHOUT CONSENT OF THIS ISSUER) PRIOR TO TWO YEARS FROM THE LATER OF APRIL 17, 1998 OR THE DATE ON WHICH THIS SECURITY WAS LAST HELD BY AN AFFILIATE OF THE ISSUER OTHER THAN (I) TO A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION COMPLYING WITH RULE 144A, (II) TO A NON-U.S. PERSON IN A TRANSACTION COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT, (III) FOLLOWING ONE YEAR FROM SUCH TIME, IN A TRANSACTION COMPLYING WITH RULE 144 UNDER THE SECURITIES ACT OR (IV) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IT BEING UNDERSTOOD THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY SECURITIES, THE ISSUER OR THE TRUSTEE MAY IN CIRCUMSTANCES EITHER OF THEM BELIEVES APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION) AND THAT (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. Each certificate evidencing a Series A Note (and all Senior Notes issued in exchange therefor or substitution thereof), until such time as the same is no longer a Series A Note, shall bear a legend in substantially the form set forth on the Forms of Face of Security set forth in Section 2.2 hereof. Prior to any transfer or exchange of a legended Series A Note for a period of 15 days preceding Series B Note, the due date for any payment with respect Issuer shall deliver an Officer's Certificate to the Trustee directing it to transfer or exchange such Security for another or unlegended Note.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "NOTE REGISTERRegister") in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "NOTE REGISTRAR" Note Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to be maintained as provided in Section 3.021002, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchangeexchange (including an exchange of Initial Notes for Exchange Notes), the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive; PROVIDED that no exchange of Initial Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Company and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Company may require payment in certain circumstances 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 Notes, other than exchanges pursuant to Section 2.03 304, 906, 1015, 1016 or 9.06 1108 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer Company shall not be required (i) to make and issue, register the transfer of or exchange any Note Registrar need not register transfers or exchanges during a period beginning at the opening of business 15 days before the selection of Notes to be redeemed under Sections 1104, 1015 and 1016 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note for a period of 15 days preceding the due date for any payment with respect to the Notebeing redeemed in part.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Any Note Registrar appointed in accordance with this Section 2.04 may at any time resign by giving at least thirty days advance written notice of resignation to the Indenture Trustee (if the Indenture Trustee is not the Note Registrar) and the Issuer. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Note Registrar shall authenticate and the Noteholder shall obtain from the Indenture TrusteeNote Registrar, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Note Registrar, without having to verify that the requirements of 8-401(1) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All No sale, pledge or other transfer of a Class D Note shall be made unless such sale, pledge or other transfer is (I)(A) pursuant to an effective registration statement under the Securities Act, (B) for so long as the Class D Notes issued upon are eligible for resale pursuant to Rule 144A under the Securities Act to a Person the transferor reasonably believes after due inquiry is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act ("Rule 144A") that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, or (C) pursuant to another available exemption from the registration requirements of the Securities Act and (II) in accordance with any registration applicable securities laws of any State of the United States and any other relevant jurisdiction. The Depositor and the Indenture Trustee may require an opinion of counsel to be delivered to it in connection with any transfer of the Class D Notes pursuant to clauses (I) (A) or exchange of (C) above. The Class D Notes shall bear legends stating that they have not been registered under the Securities Act and are subject to the restrictions on transfer described in this Section 2.04. Each transferee of a Class D Note that is a Book-Entry Note, by acceptance of such Note, shall be deemed to have accepted such Note subject to the valid obligations restrictions on transferability set forth in the immediately preceding paragraph and in the typewritten Note representing such Book-Entry Note delivered to the Clearing Agency. A Class D Note in the form of a Definitive Note may not be transferred, directly or indirectly, to any Person, other than the Initial Purchaser, unless (A) the transferee of the IssuerClass D Note certifies in an investment letter, evidencing substantially in the same debtform of Exhibit E attached hereto, to the Depositor and the Indenture Trustee that such Person is a "qualified institutional buyer" (as defined in Rule 144A) or (B) the transferee of the Class D Note delivers to the Depositor and the Indenture Trustee an opinion of counsel that such transfer is permitted pursuant to clause (I)(A) or (C) of the immediately preceding paragraph. Any opinions of counsel required in connection with a transfer shall be by counsel reasonably acceptable to the Depositor and the Indenture Trustee. Each Person that acquires a Note shall be required to represent to the Depositor and the Indenture Trustee, or in the case of a Note in book-entry form, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring the Note on behalf of or with "plan assets" (as determined under Department of Labor Regulation ss.2510.3-101 or otherwise) of, a Plan, or any employee benefit plan subject to Similar Law, or (ii) it is acquiring a Class A Note, Class B Note or Class C Note and is entitled to exemptive relief pursuant to a Department of Labor prohibited transaction class exemption or other applicable exemption with respect to its acquisition and continued holding of such Note or, its acquisition and holding of the same benefits Class A Note, Class B Note or Class C Note do not give rise to a non-exempt prohibited transaction. Any attempted or purported transfer of a Note with respect to which neither of the foregoing representations is true shall be void ab initio. In order to preserve the exemption for resales and transfers provided by Rule 144A under this Indenturethe Securities Act, the Issuer shall provide to any Holder of a Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Class D Note to be made pursuant to Rule 144A. The Servicer, the Note Registrar and the Indenture Trustee shall cooperate with the Issuer in providing the Issuer such information regarding the Class D Notes, the Trust Estate and other matters regarding the Issuer as the Notes surrendered upon such registration of transfer or exchangeIssuer shall reasonably request to meet its obligations under the preceding sentence. 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 form satisfactory to the Indenture Trustee Note Registrar duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section 2.04 notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 fifteen days preceding the due date for any payment with respect to the Note. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note RegistrarRegistrar with the consent of the Note Insurer, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 and the Note Insurer shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders Owners of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Owner shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holderany Owner, Notes owned by such Owner may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Owner shall obtain from the Indenture Trustee, the Notes which the Noteholder Owner making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, by the Holder Owner thereof or such HolderOwner's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having in substitution for, STAMP, all in accordance with the Exchange Act. Any Owner using the assets of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to the provisions of Title I of ERISA, (ii) a correspondent locatedplan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the city of New York or entity to purchase the city in which the Corporate Trust Office is locatedNotes, or to whom the Notes are transferred, will be deemed to have represented that the acquisition and continued holding of the Notes will be covered by a member firm U.S. Department of a national securities exchange, and such other documents as the Indenture Trustee may requireLabor Class Exemption. No service charge shall be made to a Holder an Owner for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.4 or 9.06 Section 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note shall be required to represent, or in the case of a Note in book-entry form, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring the Note on behalf of or with "plan assets" (as determined under Department of Labor Regulation Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition and holding of the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void AB INITIO. The Notes may not be purchased with the assets of a Plan if the Issuer, the Indenture Trustee, the Owner Trustee, the Servicer or the Underwriters or any of their affiliates has investment or administrative discretion with respect to those Plan assets; has authority or responsibility to give, or regularly gives, investment advice with respect to those Plan assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those Plan assets and will be based on the particular investment needs for the Plan; or is an employer maintaining or contributing to the Plan. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause the Notes to be Registered and shall cause to be kept a register (the "NOTE REGISTER"“Register”) at the office of the Trustee in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed registrar (the “Registrar”) for the purpose of registering Notes and transfers of such Notes with respect to the Register maintained in the United States as herein provided. Upon any resignation or removal of any Note the Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note a Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal or face amounts and number numbers of such Notes. Upon written request at any time the Registrar shall provide to the Issuer, the Collateral Manager or the Initial Purchaser a current list of Holders as reflected in the Register. Subject to this Section 2.5, upon surrender for registration of transfer of any Note Notes at the office or agency of the Issuer to be maintained as provided in Section 3.027.2, the Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, or cause the Authenticating Agent to authenticate, and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal or face amount. At any time, upon request of the Issuer, the Collateral Manager or the Initial Purchaser, the Trustee shall provide such requesting Person a list of Holders of the Notes. In addition, when permitted under this Indenture, the Issuer, the Trustee and the Collateral Manager shall be entitled to rely upon any certificate of ownership provided to the Trustee by a beneficial owner of a Note (including a Beneficial Ownership Certificate or a certificate in the form of Exhibit D) and/or other forms of reasonable evidence of such ownership as to the names and addresses of such beneficial owner and the Classes, principal amounts and CUSIP numbers of Notes beneficially owned thereby. At any time, upon request of the Issuer, the Collateral Manager or the Initial Purchaser, the Trustee shall provide such requesting Person a copy of each Beneficial Ownership Certificate that the Trustee has received. At the option of the Holder, Notes may be exchanged for other Notes of the same Class like terms, in any authorized denominations, denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so Note is surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, or cause the Authenticating Agent to authenticate, and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive. All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt (to the extent they evidence debt), and entitled to the same benefits under this Indenture, 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 byendorsed, or be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Indenture Trustee Registrar, duly executed by, by the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any transfer, tax or other governmental charge that may be imposed payable in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfertherewith. The preceding provisions Trustee shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of this Section notwithstanding, the Issuer shall not be required to make transferor and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Notetransferee.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept at its office a register (herein sometimes referred to as the "NOTE REGISTERNote Register") in which, subject to such ------------- reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Original Discount Notes and the registration of transfers of Original Discount Notes. The Indenture Trustee Note Register shall be "NOTE REGISTRAR" for the purpose in written form or any other form capable of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint being converted into written form within a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notestime. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02Original Discount Note, the Issuer shall execute, execute and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Original Discount Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amountamount at maturity. At the option of the Holder, Original Discount Notes may be exchanged for other Original Discount Notes of the same Class in any authorized denominations, denomination (not less than $100,000) and of a like aggregate principal amountamount at maturity, upon surrender of the Original Discount Notes to be exchanged at such office or agency. Whenever any Discount Notes are so surrendered for exchange, exchange the Issuer shall execute, execute and deliver the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Original Discount Notes which the Noteholder Holder making the exchange is entitled to receive. All Original Discount Notes issued upon any registration of transfer or exchange of Original Discount Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this IndentureNote Purchase Agreement, as the Original Discount Notes surrendered upon such registration of transfer or exchange. Every Discount Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Issuer, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Original Discount Notes, but the Issuer or the Indenture Trustee 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 Discount Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. The Issuer shall cause the Note Registrar to keep a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe and the restrictions on transfers of the Notes set forth herein, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee and, so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer, the Insurer prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee and, so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer, the Insurer 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon Subject to Section 2.03, upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireSTAMP. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.05 not involving any transfer. The preceding provisions of this Section 2.04 notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. 5 (2022-B Indenture) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring such Note (or interest therein) with the assets of a Benefit Plan Investor or Plan subject to Similar Law; or (ii) the acquisition and holding of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the Trustee in such capacity, together with any successor of the Trustee in such capacity, the "NOTE REGISTRAR" Note Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to be maintained as provided in Section 3.021002, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. Furthermore, any Holder of a U.S. Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interest in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchangeexchange (including an exchange of Initial Notes for Exchange Notes), the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive; provided that no exchange of Initial Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission, the Trustee shall have received an Officers' Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the Commission and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Company and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Company 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 Notes, other than exchanges pursuant to Section 2.03 304, 906, 1016, 1017 or 9.06 1108, not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the Trustee in such capacity, together with any successor of the Trustee in such capacity, the "NOTE REGISTRAR" Note Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to be maintained as provided in Section 3.021002, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interest in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Company and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Company 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 Notes, other than exchanges pursuant to Section 2.03 304, 906, 1016, 1017 or 9.06 1108, not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause the Note Registrar to be kept keep a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribeprescribe and the restrictions on transfers of the Notes set forth herein, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon Subject to Section 2.03, upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amountamount or Percentage Interest. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amountamount or Percentage Interest, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireSTAMP. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note 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 Notes, other than exchanges pursuant to Section 2.03 2.05 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer executive officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Neither the Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Clearing Agency.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the "NOTE REGISTER"register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Senior Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Senior Notes and the registration of transfers of Senior Notes. The Indenture Trustee shall be "NOTE REGISTRAR" Said office or agency is xxxxxx initially appointed “Senior Note Registrar” for the purpose of registering Senior Notes and transfers of Senior Notes as herein provided. Upon any resignation Subject to the provisions of any Note Registrar, this Section 305 regarding the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties transfer of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change interests in the locationGlobal Security, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Senior Note at the office or agency of the Issuer Company designated pursuant to be maintained as provided in Section 3.021002, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Senior Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. At the option of the Holder, Senior Notes may be exchanged for other Senior Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Senior Notes to be exchanged at such office or agency. Whenever any Senior Notes are so surrendered for exchange, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Senior Notes which the Noteholder Holder making the exchange is entitled to receive. All Senior Notes issued upon any registration of transfer or exchange of Senior Notes shall be the valid obligations of the IssuerCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Senior Notes surrendered upon such registration of transfer or exchange. Every Senior Note presented or surrendered for registration of transfer transfer, or for exchange or redemption, shall (if so required by the Company or the Senior Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Company and the Senior Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Senior Notes, but the Issuer or the Indenture Trustee Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Senior Notes, other than transfers or exchanges pursuant to Section 2.03 303, 304, 906, 1015, 1016, 1018 or 9.06 1108 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer Company shall not be required (a) to make and issue, register the transfer of or exchange any Senior Note Registrar need not register transfers or exchanges during a period beginning at the opening of business (i) 15 days before the mailing of a notice of redemption of the Senior Notes selected for redemption under Section 1104 and ending at the close of business on the day of such mailing or (ii) 15 days before an Interest Payment Date and ending on the close of business on the Interest Payment Date, or (b) to register the transfer of or exchange any Senior Note so selected for redemption in whole or in part, except the unredeemed portion of Senior Notes being redeemed in part. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Senior Notes represented thereby, a Global Security representing all or a portion of the Senior Notes may not be transferred except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Xxxxxxxxxx or a nominee of such successor Depositary. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible under Section 303, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Senior Notes, will authenticate and deliver, individual Senior Notes in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Senior Notes in exchange for such Global Security or Senior Notes. If an Event of Default has occurred and is continuing, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities, will authenticate and deliver, individual Securities in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities in exchange for such Global Security or Securities. The Depositary may surrender a Global Security in exchange in whole or in part for individual Senior Notes registered in the name of a member of, or participant in, the Depositary (an “Agent Member”). Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge to each Person specified by such Depositary a new individual Security or Securities of any Note authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security, and the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Security equal to the principal amount of the individual Senior Notes delivered to Holders thereof. Upon the exchange of a Global Security for individual Senior Notes, such Global Security shall be cancelled by the Trustee. Individual Senior Notes issued in exchange for a period Global Security pursuant to this Section 305 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee and the Company shall not have any liability for the accuracy of 15 days preceding the due date for any payment instructions received from the Depositary. The Trustee shall deliver such Senior Notes to the Persons in whose names such Senior Notes are so registered. Agent Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by the NoteDepositary, or the Paying Agent as its custodian, or under the Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial ownership interest in the Securities under or through the Depositary or any such participant, or any other Person which is not shown on the Security Register as being a Holder, with respect to (1) the Senior Notes; (2) the accuracy of any records maintained by the Depositary or any such participant; (3) the payment by the Depositary or any such participant of any amount in respect of the principal of or premium or interest on the Senior Notes; (4) any notice which is permitted or required to be given to Holders of Senior Notes under this Indenture; (5) the selection by the Depositary or any such participant of any Person to receive payment in the event of a partial redemption of the Senior Notes; or (6) any consent given or other action taken by the Depositary as Holder of Senior Notes.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. 5 (2021-A Indenture) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring such Note (or interest therein) with the assets of a Benefit Plan Investor or Plan subject to Similar Law; or (ii) the acquisition and holding of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "NOTE REGISTRAR" Note Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to be maintained as provided in Section 3.021002, the Issuer Company shall execute, and upon Company Order the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Company shall execute, and upon Company Order the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive; provided that no exchange of -------- Initial Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission, the Trustee shall have received an Officer's Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the Commission and that the Initial Notes to be exchanged for the Exchange Notes shall be canceled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed by, or and be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Company and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Company 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 Notes, other than exchanges pursuant to Section 2.03 304, 906, 1010, 1017 or 9.06 1108 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer Company shall not be required (i) to make and issue, register the transfer of or exchange any Note Registrar need not register transfers or exchanges during a period beginning at the opening of business 15 days before the selection of Notes to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note for a period of 15 days preceding the due date for any payment with respect to the Notebeing redeemed in part.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Administrator shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee Administrator is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee and the Indenture Administrator prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee and the Indenture Administrator shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee Administrator shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture TrusteeAdministrator, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture TrusteeAdministrator, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee Administrator duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Administrator 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture, such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. 5 (2016-B Indenture) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) that the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring such Note (or interest therein) with the assets of a Plan; or (ii) the acquisition and holding of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. 5 (2020-B Indenture) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring such Note (or interest therein) with the assets of a Benefit Plan Investor or Plan subject to Similar Law; or (ii) the acquisition and holding of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring and will not hold such Note (or interest therein) with the assets of a Benefit Plan Investor or Plan subject to Similar Law; or (ii) the acquisition, holding and disposition of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer shall promptly appoint a successor successor, [with the approval of the Note Insurer,] or, if it elects not to make in the absence of such an appointment, shall assume the duties of Note Registrar. If a Person other than The Indenture Trustee shall maintain an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Indenture Trustee is appointed by in respect of the Issuer as Note Registrar, the Issuer will give the Notes may be served. The Indenture Trustee initially designates [its Corporate Trust Office] as its office for such purposes. The Indenture Trustee or its agent shall give prompt written notice to the Depositor[, the Note Insurer] and the Noteholders of the appointment of such Note Registrar and of the location, and any change in the location, location of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of or any such Notesoffice or agency. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer Owner Trustee on behalf of the Issuer, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate initial principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Note Registrar duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or and the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause the Notes to be Registered and shall cause to be kept a register (the "NOTE REGISTER"“Register”) at the office of the Trustee in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed registrar (the “Registrar”) for the purpose of registering Notes and transfers of such Notes with respect to the Register maintained in the United States as herein provided. Upon any resignation or removal of any Note the Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note a Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal or face amounts and number numbers of such Notes. Upon written request at any time the Registrar shall provide to the Issuer, the Collateral Manager, the Initial Purchaser or any Holder a current list of Holders as reflected in the Register. Subject to this Section 2.5, upon surrender for registration of transfer of any Note Notes at the office or agency of the Issuer to be maintained as provided in Section 3.027.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal or face amount. At any time, the Issuer, the Collateral Manager or the Initial Purchaser may request a list of Holders from the Trustee. At the option of the Holder, Notes may be exchanged for other Notes of the same Class like terms, in any authorized denominations, denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so Note is surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive. All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt (to the extent they evidence debt), and entitled to the same benefits under this Indenture, 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 byendorsed, or be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Indenture Trustee Registrar, duly executed by, by the Holder thereof or such Holder's ’s attorney duly authorized in writing, writing with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Notes Registrar, which requirements include membership or trust company locatedparticipation in STAMP or such other “signature guarantee program” as may be determined by the Securities Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax transfer Tax or other governmental charge that may be imposed payable in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfertherewith. The preceding provisions Trustee shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of this Section notwithstanding, the Issuer shall not be required to make transferor and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Notetransferee.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and 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 Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this 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 form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for United States federal income tax purposes may not be transferred for United States federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for United States federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for United States federal income tax purposes or (y) that the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. No Note, or any interest therein, may be purchased by or transferred to an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, any entity that is deemed to hold “plan assets” of any of the foregoing by reason of an employee benefit plan’s or other plan’s investment in such entity, (each, a “Benefit Plan Investor”) or any governmental, non-U.S. or church plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), unless such purchaser or transferee represents, warrants and covenants that its purchase and holding of such Note, throughout the period that it holds such Note, is and will be, eligible for relief under Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code; Department of Labor prohibited transaction class exemption (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38; PTCE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental, non-U.S. or church plan, subject to Similar Law, will not cause a nonexempt violation of Similar Law). In addition, no Note may be purchased or transferred to a Benefit Plan Investor unless such Note has a current investment grade rating from at least one nationally recognized statistical rating organization. By its acquisition of a Note in book-entry form or any interest therein, each transferee will be deemed to have represented, warranted and covenanted that it satisfies the foregoing requirements and the Indenture Trustee may rely conclusively on the same for purposes hereof.