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

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as Note Registrar, the 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 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 Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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 Issuing Entity 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 Issuing 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 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity 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 8-401 401(a) of the UCC are met the Issuing Entity 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as Note Registrar, the 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 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 Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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 Issuing Entity 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 Issuing 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 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Entity or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as Note Registrar, the 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 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 Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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 Issuing Entity 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 Issuing 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 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Entity or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 provided that the requirements of Section 8-401 of the UCC are met (as determined by the Issuing Entity Issuer), 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the initial "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 a 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 provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting a commercial bank or trust company located, or having a correspondent located, in The City of New York or the requirements city in which the Corporate Trust Office is located, or by a member firm of the Note Registrara national securities exchange, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or and such other “signature guarantee program” documents as the Trustee may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Actrequire. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Issuer or the Note Registrar 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 Issuing Entity 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 the payment with respect in full of such Note. Copies of this Indenture (without exhibits) may be obtained by Noteholders upon request in writing to the Note. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by at the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCCorporate Trust Office.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 provided that the requirements of Section 8-401 of the UCC are met (as determined by the Issuing Entity Issuer), 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 8-401 401(a) of the UCC are met met, the Issuing Entity 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. By its acquisition of a Note or any interest therein, each purchaser or transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 the office or agencyagency of the Issuer maintained as provided in Section 3.02. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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. Each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees to provide to the Indenture Trustee, any Note Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the FATCA Information. In addition, each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence. The preceding provisions of this Section notwithstanding, the Issuing Entity 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. The No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of 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, unless such transferee represents, warrants and covenants that its purchase and holding of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will satisfy the requirements of an applicable prohibited transaction exemption and will not cause a non-exempt violation of any applicable law that is substantially similar to ERISA or Section 4975 of the Code. 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. With respect to any Retained Notes that are sold or otherwise transferred after the Closing Date (in any capacitya “Later-Sold Note”), such sale or transfer shall not be effective unless (A) shall have no obligation or duty to monitorthe Issuer, determine or inquire as to compliance with any restrictions on transfer imposed under this the Owner Trustee and the Indenture or under applicable law Trustee receive a Debt Opinion with respect to any such sale or transfer of any interest in any such Later-Sold Note other than to require delivery (which such opinion shall include the Class, principal amount and CUSIP number of such certificates Later-Sold Note) and (B) either (i) such Later-Sold Note has a CUSIP number that is different than that of any other documentation outstanding Note immediately prior to such sale or evidence as are expressly required bycan otherwise be separately tracked for reporting of original issue discount or (ii) for U.S. federal income tax purposes, and to do so if and when expressly required by the terms of, this Indenture, and to examine such Later-Sold Note has the same issue price and issue date as any outstanding Notes that have the same CUSIP number as such Later-Sold Note. The provisions of this Section are exclusive and shall preclude (to determine substantial compliance as the extent lawful) all other rights and remedies with respect to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent transfer of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNotes.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity 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 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, 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 Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The Indenture Trustee provisions of this Section are exclusive and shall preclude (in any capacityto the extent lawful) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law all other rights and remedies with respect to any the transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNotes.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Issuer hereby appoints the Indenture Trustee initially shall be as the initial “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not is unable to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as the Note Registrar, the Issuing Entity 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 Noteholders and the principal amounts and number of such Notes. Upon surrender for registration Each purchaser and transferee, by its acceptance of transfer a Note (or interest therein), shall be deemed to represent and warrant that either (i) the transferee is not acquiring and will not hold any Note with the assets of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) an entity that is deemed to hold “plan assets” of any such employee benefit plan or plan (each of the foregoing, a “Benefit Plan”) or (d) any governmental plan, non-U.S. plan or church plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”), or (ii) (x) such Note is rated at least “BBB-” or its equivalent by a nationally recognized statistical rating organization at the office time of purchase or agency of transfer and (y) the Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity shall execute, transferee’s acquisition 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 Issuing Entity 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 Issuing 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 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 an “eligible guarantor institution” meeting the requirements continued holding of the Note Registrar, which requirements include membership will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or participation Section 4975 of the Code or result in a violation of Similar Law. The Notes are not eligible for purchase by Benefit Plans at any time the Securities Transfer Agent’s Medallion Program Notes do not have a current investment grade rating from a nationally recognized statistical rating agency. Any purchase or transfer of a Note (“STAMP”or any interest therein) or such other “signature guarantee program” as may be determined by in violation of the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge foregoing shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCvoid ab initio.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 the office or agencyagency of the Issuer maintained as provided in Section 3.02. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of 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, unless such transferee represents, warrants and covenants that its purchase and holding of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will satisfy the requirements of an applicable prohibited transaction exemption and will not cause a non-exempt violation of any applicable law that is substantially similar to ERISA or Section 4975 of the Code. 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 relay conclusively on the same for purposes hereof. The provisions of this Section are exclusive and shall preclude (in any capacityto the extent lawful) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law all other rights and remedies with respect to any the transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNotes.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 8-401 401(a) of the UCC are met met, the Issuing Entity 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. By its acquisition of a Note or any interest therein, each purchaser or transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing (collectively, a “Benefit Plan”) or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, 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 HolderXxxxxx’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 Sections 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions If for tax or other reasons it may be necessary to track Notes (e.g., if the Notes have original issue discount or have been held by a member of this Section notwithstanding, the Issuing Entity shall not Entity’s “expanded group”, within the meaning of Treasury Regulations promulgated under Section 385 of the Code), tracking conditions (e.g., requiring that Notes be in definitive registered form) may be required by the Administrator as a condition to make and the transfer; provided however; that neither 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility duty or obligation to monitor or enforce compliance with such tracking conditions. No sale or transfer of a Retained Note may be made unless (A) counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, with respect to the sale or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold or transferred will be characterized as indebtedness for any actions taken federal income tax purposes or (B) counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion that such sale or transfer shall not taken by DTCcause the Issuing Entity to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be is hereby appointed the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the such appointment of such Note Registrar and of the location, and any change in the such 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 NotesNotes until a replacement certificate is provided to it by the Note Registrar. Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met met, the Issuing Entity Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transfereestransferee, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holderrelated Noteholder, 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 such 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 met, the Issuing Entity Owner Trustee shall execute, and on behalf of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, Trustee the Notes which that the Noteholder making the such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Notestherewith, other than exchanges pursuant to Section Sections 2.03 or 9.06 9.05 not involving any transfer. 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 or church plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code, unless such transferee represents, warrants and covenants that its purchase and holding of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will satisfy the requirements of an applicable prohibited transaction exemption (or in the case of a governmental or church plan, will not cause a non-exempt violation of any applicable law that is substantially similar to ERISA or Section 4975 of the Code). 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 relay conclusively on the same for purposes hereof. The preceding provisions of this Section notwithstanding, the Issuing Entity Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes any Note (i) selected for redemption or of any Note (ii) for a period of 15 days preceding the due date for any payment with respect to the such Note. The Indenture Trustee (in All transfers or assignments of any capacity) shall have no obligation Note or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by shall be recorded in the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNote Register.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 8-401 401(a) of the UCC are met met, the Issuing Entity 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. By its acquisition of a Note or any interest therein, each purchaser or transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing (collectively, a “Benefit Plan”) or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, 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 Class A 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 HolderHxxxxx’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 Sections 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions If for tax or other reasons it may be necessary to track Notes (e.g., if the Notes have original issue discount or have been held by a member of this Section notwithstanding, the Issuing Entity shall not Entity’s “expanded group”, within the meaning of Treasury Regulations promulgated under Section 385 of the Code), tracking conditions (e.g., requiring that Notes be in definitive registered form) may be required by the Administrator as a condition to make and the transfer; provided however; that neither 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility duty or obligation to monitor or enforce compliance with such tracking conditions. No sale or transfer of a Retained Note may be made unless (A) the Indenture Trustee and the Depositor have received an Opinion of Counsel, with respect to the sale or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold or transferred will be characterized as indebtedness for any actions taken federal income tax purposes or (B) the Indenture Trustee and the Depositor have received an Opinion of Counsel that such sale or transfer shall not taken by DTCcause the Issuing Entity to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 a 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 provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 a 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 provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting a commercial bank or trust company located, or having a correspondent located, in The City of New York or the requirements city in which the Corporate Trust Office is located, or by a member firm of the Note Registrara national securities exchange, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or and such other “signature guarantee program” documents as the Trustee may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Actrequire. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Issuer or the Note Registrar 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Issuer hereby appoints the Indenture Trustee initially shall be as the initial “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not is unable to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as the Note Registrar, the Issuing Entity 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 Noteholders and the principal amounts and number of such Notes. Upon surrender for registration Each purchaser and transferee, by its acceptance of transfer a Note (or interest therein), shall be deemed to represent and warrant that either (i) the transferee is not acquiring and will not hold any Note with the assets of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) an entity that is deemed to hold “plan assets” of any such employee benefit plan or plan (each of the foregoing, a “Benefit Plan”) or (d) any governmental plan, non-U.S. plan or church plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”), or (ii) (x) such Note is rated at least “BBB-” or its equivalent by a nationally recognized statistical rating organization at the office time of purchase or agency of transfer and (y) the Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity shall execute, transferee’s acquisition 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 Issuing Entity 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 Issuing 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 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 an “eligible guarantor institution” meeting the requirements continued holding of the Note Registrar, which requirements include membership will not give rise to a nonexempt prohibited transaction under ERISA or participation Section 4975 of the Code or result in a violation of Similar Law. The Notes are not eligible for purchase by Benefit Plans at any time the Securities Transfer Agent’s Medallion Program Notes do not have a current investment grade rating from a nationally recognized statistical rating agency. Any purchase or transfer of a Note (“STAMP”or any interest therein) or such other “signature guarantee program” as may be determined by in violation of the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge foregoing shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCvoid ab initio.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 a 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 provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting a commercial bank or trust company located, or having a correspondent located, in The City of New York or the requirements city in which the Corporate Trust Office is located, or by a member firm of the Note Registrara national securities exchange, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or and such other “signature guarantee program” documents as the Trustee may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Actrequire. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Issuer or the Note Registrar 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 Issuing Entity 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 the payment with respect in full of such Note. Copies of this Indenture (without exhibits) may be obtained by Noteholders upon request in writing to the Note. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by at the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCCorporate Trust Office.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Issuer hereby appoints the Indenture Trustee initially shall be as the initial “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not is unable to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as the Note Registrar, the Issuing Entity 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 Noteholders and the principal amounts and number of such Notes. Upon surrender for registration Each purchaser and transferee shall be deemed to represent, warrant and covenant that either (i) the transferee is not acquiring and will not hold any Note with the assets of transfer (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) an entity that is deemed to hold “plan assets” of any such employee benefit plan or plan (each of the foregoing, a “Benefit Plan”) or (d) any governmental plan, non-U.S. plan or church plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”), or (ii) (x) such Note is rated at least “BBB-” or its equivalent by a nationally recognized statistical rating organization at the office time of purchase or agency of transfer and (y) the Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity shall execute, transferee’s acquisition 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 Issuing Entity 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 Issuing 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 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 an “eligible guarantor institution” meeting the requirements continued holding of the Note Registrar, which requirements include membership will not give rise to a nonexempt prohibited transaction under ERISA or participation Section 4975 of the Code or result in a nonexempt violation of Similar Law. The Notes are not eligible for purchase by Benefit Plans at any time that the Securities Transfer Agent’s Medallion Program Notes do not have a current investment grade rating from a nationally recognized statistical rating agency. Any purchase or transfer of a Note (“STAMP”or any interest therein) or such other “signature guarantee program” as may be determined by in violation of the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge foregoing shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCvoid ab initio.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be is hereby appointed the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as Note Registrar, the Issuing Entity will shall give the Indenture Trustee prompt written notice of the such appointment of such Note Registrar and of the location, and any change in the such 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 of the Note Registrar 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 of the UCC are met met, the Issuing Entity shall execute, execute and the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trusteeobtain, in the name of the designated transferee or transfereestransferee, one or more new Notes of the same Class in any authorized denominations, of the same Class and a like aggregate principal amount. At the option of the Holderrelated Noteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of the same Class and a like aggregate principal amount, upon surrender of the such 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 met, the Issuing Entity 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 such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuing Entity or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuing Entity and the Indenture Trustee, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Notestherewith, other than exchanges pursuant to Section 2.03 Sections 2.3 or 9.06 9.5 not involving any transfer. By acquiring a Note, each purchaser and transferee of a beneficial interest will be deemed to represent that either (1) it is not and will not be acquiring such Notes on behalf of, or with the assets of a Plan or (2) the acquisition and holding of such Notes will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law. Each Note will bear a legend reflecting such deemed representation. The preceding provisions of this Section notwithstanding, the Issuing Entity shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes any Note (i) selected for redemption or of any Note (ii) for a period of 15 days preceding the due date for any payment with respect to such Note. By acquiring a Note, each purchaser and transferee of a beneficial interest in a Class A Note or Class B Note will be deemed to represent that it acknowledges and represents that it is not a member of an “expanded group” (within the Notemeaning of the regulations issued under section 385 of the Code) which includes a domestic corporation (as determined for U.S. federal income tax purposes) if such domestic corporation, directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts), owns 80% or more of the capital or profits of the Issuing Entity. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (to be kept the “Note Registrar”) Register in which, subject to keep a register (such reasonable regulations as it may prescribe, the “Note Register”) in which the Note Registrar Issuer shall provide for the registration of Class A Notes (including the identity of the Holder and the outstanding principal amounts or outstanding notional amounts, as the case may be, on the Class A Note, which amounts shall include the amounts of any Increases under Section 2.13) and the registration of all assignments and transfers of Class A Notes. The Indenture Trustee is hereby initially shall be appointed as agent of the Note Registrar Issuer to act as “Registrar” for the purpose of registering and recording in the Register the Class A Notes and assignments and transfers of such Class A Notes as herein provided. Upon any resignation or removal of any Note the Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrarsuccessor. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 RegisterRegistrar, 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 Class A Notes and the principal amounts and number or notional amounts, as the case may be, of such Class A Notes. Upon Subject to this Section 2.5, upon surrender for registration of transfer of any Note Class A Notes at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.027.4, if the requirements of Section 8-401 of surrendered Class A Notes shall be returned to the UCC are met Issuer marked “canceled,” or retained by the Issuing Entity Trustee in accordance with its standard retention policy and the Issuer shall execute, and the Indenture Trustee or the Authenticating Agent, as the case may be, upon Issuer Order, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, deliver in the name of the designated transferee or transferees, one or more new Class A Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount or notional amount, as the case may be. At The Issuer or the option Collateral Manager, as applicable, will notify the Trustee in writing of any Class A Note beneficially owned by or pledged to the Issuer or the Collateral Manager or any of their respective Affiliates promptly upon its knowledge of the Holder, Notes may be exchanged for other Notes acquisition thereof or the creation 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 Issuing Entity 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 receivepledge. All Class A Notes issued and authenticated upon any registration of transfer or exchange of Class A Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Class A Notes surrendered upon such registration of transfer or exchange. Every A Class A Note, and the rights to payments evidenced thereby, may be assigned or otherwise transferred in whole or in part pursuant to the terms of this Section 2.5 only by the registration of such assignment and transfer of such Class A Note presented (and each Class A Note shall so expressly provide on the Register). No transfer of a Class A Note shall be effective unless such transfer shall have been recorded in the Register by the Registrar as provided in this Section 2.5. Any assignment or surrendered transfer of all or part of such Class A Note shall be registered on the Register only upon presentment or surrender 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 Registrar, duly executed by, by the Holder thereof or such Holder’s his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting . The Registrar may request evidence reasonably satisfactory to it proving the requirements identity of the transferee or the transferor or the authenticity of their signatures. Prior to the due presentment for registration of transfer of any Class A Note Registrar, which requirements include membership or participation and in the Securities Transfer Agent’s Medallion Program (“STAMP”) absence of manifest error, the Issuer, the Trustee and the Registrar shall treat the Person in whose name such Class A Note is registered as the owner thereof for the purpose of receiving all payments or such distribution thereon as the case may be, and subject to the provision of Section 2.8 hereof, for all other “signature guarantee program” as may be determined by purposes, notwithstanding any notice to the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Actcontrary. No service charge shall be made to a Holder for any registration of transfer or exchange of Class A Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Class A Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuing Entity Issuer shall not be required (i) to make issue, register the transfer of or exchange any Class A Note during a period beginning at the opening of business 15 days before any selection of Class A 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 Class A Note Registrar need not register transfers or exchanges of Notes 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 Note. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCredemption.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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 Issuing Entity 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Issuer or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the initial "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 a 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 provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrara commercial bank or trust company located, which requirements include membership or participation having a correspondent located, in the Securities Transfer Agent’s Medallion Program (“STAMP”) 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 “signature guarantee program” documents as the Trustee may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Actrequire. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Issuer or the Note Registrar 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 Issuing Entity 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 the payment with respect in full of such Note. Copies of this Indenture (without exhibits) may be obtained by Noteholders upon request in writing to the Note. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by at the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCCorporate Trust Office.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity 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 8-401 401(1) of the UCC are met the Issuing Entity 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) Notes to keep be Registered and shall cause to be kept a register (the “Note Register”) at the office of the Trustee in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby initially shall be appointed registrar (the Note Registrar “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 Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.027.2, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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. In addition, when permitted under this Indenture, the Issuer, the Trustee and the Collateral Manager shall be entitled to rely conclusively 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; provided, however, the Trustee shall have no obligation or duty to verify information with respect to such Beneficial Ownership Certificate or certificate in the form of Exhibit D and shall only be required to retain copies of such documents presented to it. 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, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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 Issuing EntityIssuer, 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 attorney duly authorized in writing, writing with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar 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 of this Section notwithstanding, Registrar or the Issuing Entity Trustee shall not be required permitted to make and request such evidence reasonably satisfactory to it documenting 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent identity and/or signatures of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCtransferor and transferee.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity 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 HolderNoteholder, Notes may be exchanged for other Notes of the same Class 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 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and 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 Issuing EntityIssuer, 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 Note Registrar duly executed by, the Holder Noteholder thereof or such Holder’s Noteholder's attorney duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met (provided, this requirement will only apply to transfers of Class B Notes following the transfer of the Class B Notes to an entity unaffiliated with the Originator), the Issuing Entity 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 8-401 401(a) of the UCC are met (provided, this requirement will only apply to transfers of Class B Notes following the transfer of the Class B Notes to an entity unaffiliated with the Originator), the Issuing Entity 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. By its acquisition of a Note or any interest therein, each purchaser or transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing (collectively, a “Benefit Plan”) or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, 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. No transfer of a Class B Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933 (the “Securities Act”) and any applicable state securities laws or is exempt from the registration requirements under said Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, there shall be delivered to the Issuing Entity and to the Indenture Trustee a letter in substantially the form of Exhibit C (the “Rule 144A Letter”). Notwithstanding the preceding sentence or anything else herein, any transfer of the Class B Notes to the Depositor, the Originator or any of their Affiliates on the Closing Date, and any transfer from any of such entities to its Affiliate, and any transfer from any such entity to an initial purchaser(s) pursuant to an exemption from the registration requirements, will not require the delivery of a Rule 144A Letter and may be made regardless of whether such entity is a “qualified institutional buyer” as defined in the Securities Act. The Issuing Entity shall provide to any Holder of a Class B Note and any prospective transferee designated by any such Holder, information regarding the Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Class B Note without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. The Indenture Trustee and the Servicer shall cooperate with the Issuing Entity in providing the Rule 144A information referenced in the preceding sentence, including providing to the Issuing Entity such information regarding the Class B Notes, the Receivables and other matters regarding the Trust Estate as the Issuing Entity shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Class B Note desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, the Issuing Entity, the Seller and the Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Every Class A Note, and every Class B Note (but, with respect to Class B Notes only, only with respect to transfers following the transfer of the Class B Notes to an entity unaffiliated with the Originator) 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 Sections 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions If for tax or other reasons it may be necessary to track Notes (e.g., if the Notes have original issue discount or have been held by a member of this Section notwithstanding, the Issuing Entity shall not Entity’s “expanded group”, within the meaning of Treasury Regulations promulgated under Section 385 of the Code), tracking conditions (e.g., requiring that Notes be in definitive registered form) may be required by the Administrator as a condition to make and the transfer; provided however; that neither 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility duty or obligation to monitor or enforce compliance with such tracking conditions. No sale or transfer of a Retained Note may be made unless (A) the Indenture Trustee and the Depositor have received an Opinion of Counsel, with respect to the sale or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold or transferred will be characterized as indebtedness for any actions taken federal income tax purposes or (B) the Indenture Trustee and the Depositor have received an Opinion of Counsel that such sale or transfer shall not taken by DTCcause the Issuing Entity to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder holder of the Notes 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 Holderholder of the Notes, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like class 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, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder holder of the Notes shall obtain from the Indenture Trustee, the Notes which the Noteholder holder of the Notes 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 Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Issuer initially appoints The Depository Trust Company ("DTC") to act as depositary (the "Depositary") with respect to the each Class of the Notes. The Issuer initially appoints the Indenture Trustee to act as custodian with respect to the Notes. 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 holder of the Notes thereof or such Holder’s holder's attorney duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder holder of the Notes for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon The Note Registrar may resign as such only upon written notice delivered to an Authorized Officer of the Issuer, and upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and and, upon one of its Authorized Officers receiving written notice thereof, 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity Issuer shall execute, execute and upon its request 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 Notes, in any authorized denominations, 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 any authorized denominations, of the same class 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, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity Issuer shall execute, execute and upon its request 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 Issuing EntityIssuer, 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 (i) 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”"Stamp") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMPStamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 section notwithstanding, the Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (to be kept the “Note Registrar”) Register in which, subject to keep a register (such reasonable regulations as it may prescribe, the “Note Register”) in which the Note Registrar Issuer shall provide for the registration of the Notes (including the identity of the Holder and the outstanding principal amounts or outstanding notional amounts, as the case may be, on the Note, which amounts shall include the amounts of any Increases under Section 2.13) and the registration of all assignments and transfers of the Notes. The Indenture Trustee is hereby initially shall be appointed as agent of the Note Registrar Issuer to act as “Registrar” for the purpose of registering and recording in the Register the Notes and assignments and transfers of such Notes as herein provided. Upon any resignation or removal of any Note the Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrarsuccessor. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 RegisterRegistrar, 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 amounts and number or notional amounts, as the case may be, 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 Issuing Entity Issuer to be maintained as provided in Section 3.027.4, if the requirements of Section 8-401 of surrendered Notes shall be returned to the UCC are met Issuer marked “canceled,” or retained by the Issuing Entity Trustee in accordance with its standard retention policy and the Issuer shall execute, and the Indenture Trustee or the Authenticating Agent, as the case may be, upon Issuer Order, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, deliver 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 or notional amount, as the case may be. At The Issuer or the option Investment Manager, as applicable, will notify the Trustee in writing of any Note beneficially owned by or pledged to the Issuer or the Investment Manager or any of their respective Affiliates promptly upon its knowledge of the Holder, Notes may be exchanged for other Notes acquisition thereof or the creation 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 Issuing Entity 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 receivepledge. All Notes issued and authenticated upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Issuing EntityIssuer, 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 A Note, and the rights to payments evidenced thereby, may be assigned or otherwise transferred in whole or in part pursuant to the terms of this Section 2.5 only by the registration of such assignment and transfer of such Note presented (and each Note shall so expressly provide on the Register). No transfer of a Note shall be effective unless such transfer shall have been recorded in the Register by the Registrar as provided in this Section 2.5. Any assignment or surrendered transfer of all or part of such Note shall be registered on the Register only upon presentment or surrender 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 Registrar, duly executed by, by the Holder thereof or such Holder’s his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting . The Registrar may request evidence reasonably satisfactory to it proving the requirements identity of the transferee or the transferor or the authenticity of their signatures. Prior to the due presentment for registration of transfer of any Note Registrar, which requirements include membership or participation and in the Securities Transfer Agent’s Medallion Program (“STAMP”) absence of manifest error, the Issuer, the Trustee and the Registrar shall treat the Person in whose name such Note is registered as the owner thereof for the purpose of receiving all payments or such distribution thereon as the case may be, and subject to the provision of Section 2.8 hereof, for all other “signature guarantee program” as may be determined by purposes, notwithstanding any notice to the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Actcontrary. No service charge shall be made to a Holder for any registration of transfer or exchange of the Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 the Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuing Entity Issuer shall not be required (i) to make issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before any selection of the 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 Registrar need not register transfers or exchanges of Notes 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 Note. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCredemption.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as Note Registrar, the 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 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 Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 8-401 401(a) of the UCC are met the Issuing Entity 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 Issuing 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 by, or be accompanied by a written instrument of transfer in the form satisfactory attached to the Indenture Trustee form of the applicable Note duly executed by, by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, Indenture Trustee which requirements will include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) STAMP or such other “signature guarantee program” as may be determined by the Note Registrar Indenture Trustee in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, 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 Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 Each Noteholder, by its acceptance of this Section notwithstandinga Note (and each Note Owner, the Issuing Entity shall by its acceptance of a beneficial interest in a Note) will be deemed to have represented that (x) it is not, and is not be required to make and acquiring the Note Registrar need on behalf of, or with “plan assets” (as determined under Section 3(42) of ERISA) of, an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, or a “plan” (as defined in Section 4975 of the Code) that is subject to Section 4975 of the Code, or any employee benefit plan subject to a federal, state, local or non-U.S. law similar to Title I of ERISA or Section 4975 of the Code, or (y) its acquisition and holding of the Note do not register transfers give rise to a transaction prohibited under Section 406 of ERISA or exchanges Section 4975 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture Code or under any applicable similar law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required byfor which an exemption, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent all of the Indenture Trustee shall have any responsibility for any actions taken or conditions of which are satisfied, is not taken by DTCavailable.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe and the Note Registrar 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 the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity 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 8-401 401(1) of the UCC are met the Issuing Entity 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 provided that the requirements of Section 8-401 of the UCC are met (as determined by the Issuing Entity Issuer), 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity 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 8-401 401(a) of the UCC are met the Issuing Entity 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 Issuing 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 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 . The Indenture Trustee shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrartransferor and the transferee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, which requirements include membership evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or participation 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 in substitution for, STAMP, all in accordance with the Exchange Actexchange. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 the office or agencyagency of the Issuer maintained as provided in Section 3.02. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of 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, unless such transferee represents, warrants and covenants that its purchase and holding of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will satisfy the requirements of an applicable prohibited transaction exemption (or in the case of any other plan, will not cause a non-exempt violation of any applicable law that is substantially similar to ERISA or Section 4975 of the Code). 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 relay conclusively on the same for purposes hereof. The provisions of this Section are exclusive and shall preclude (in any capacityto the extent lawful) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law all other rights and remedies with respect to any the transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNotes.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 . 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 or transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, and if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, execute and cause the Indenture Trustee shall to authenticate one or more new Notes, in any authorized denominations, of the same class and the a like aggregate principal amount. A Noteholder shall may also obtain from the Indenture Trustee, in the name of the designated transferee or transferees, transferees one or more new Notes of the same Class Notes, in any authorized denominations, of the same Class and Tranche, as applicable, and a like aggregate principal amount. Such requirements shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC. At the option of the Holder, Notes of any Class or Tranche may be exchanged for other Notes of such Class or Tranche in any authorized denominations of the same Class in any authorized denominations(and Tranche, of if applicable) 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, and if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, execute and upon its written request 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. Such requirements shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this IndentureIndenture and the Series Supplement, as the Notes surrendered upon such registration of transfer or exchange. Every Unless specified in the Series Supplement, every Note presented or surrendered for registration of transfer or exchange shall shall, unless specified in the Series Supplement, be (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached as an exhibit to the Indenture Trustee Note duly executed by, by the Holder thereof or such Holder’s 's attorney duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”"Stamp") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMPStamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Note Registrar may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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. Notwithstanding, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The the preceding provisions of this Section notwithstandingsection, the Issuing Entity Issuer shall not be required to make make, and the Note Registrar need shall 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 NoteDistribution Date. The Indenture Trustee (in any capacity) Note Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any not register the transfer of any interest in any a Definitive Note other than unless the transferee has executed and delivered to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee a certification, in the form of EXHIBIT A hereto, to the effect that either (in any capacityi) nor any agent the transferee is not (A) an employee benefit plan (within the meaning of Section 3(3) of the Indenture Trustee Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA or (B) a plan (within the meaning of Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code (each of the foregoing, a "Plan"), and is not acting on behalf of or investing the assets of a Plan or (ii) that the transferee's acquisition and continued holding of the Definitive Note will be covered by a prohibited transaction class exemption issued by the U.S. Department of Labor. Each Note Owner that purchases a Book-Entry Note, or to whom a Book-Entry Note is transferred, shall have any responsibility for any actions taken be deemed to represent that either (i) it is not a Plan and is not acting on behalf of or not taken investing the assets of a Plan or (ii) its acquisition and continued holding of the Book-Entry Note will be covered by DTCa prohibited transaction class exemption issued by the U.S. Department of Labor. No Holder of an Unregistered Note shall transfer its Note, unless (i) such transfer is made in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available) and the registration and qualification requirements under applicable state securities laws. Each Unregistered Note issued hereunder will contain the following legend limiting sales to "Qualified Institutional Buyers" within the meaning of Rule 144A under the Securities Act: THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY AUTHORITY OF ANY STATE. THIS NOTE HAS BEEN OFFERED AND SOLD PRIVATELY. THE HOLDER HEREOF ACKNOWLEDGES THAT THESE SECURITIES ARE "RESTRICTED SECURITIES" THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE OBLIGORS AND ITS AFFILIATES THAT THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder holder of the Notes 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 Holderholder of the Notes, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like class 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, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder holder of the Notes shall obtain from the Indenture Trustee, the Notes which the Noteholder holder of the Notes 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 Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Issuer initially appoints The Depository Trust Company ("DTC") to act as depositary (the "Depositary") with respect to the Note(s). The Issuer initially appoints the Indenture Trustee to act as custodian with respect to the Notes. 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 holder of the Notes thereof or such Holder’s holder's attorney duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder holder of the Notes for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity will Issuer 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 Issuing Entity 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 8-401 401(1) of the UCC are met met, the Issuing Entity 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 the Reset Rate Noteholders permissibly elect to hold their Reset Rate Notes, the Indenture Trustee shall allocate the aggregate Outstanding Amount of the Reset Rate Notes, if such Reset Rate Notes are to be denominated in U.S. Dollars during the immediately following Reset Period to the U.S. Rule 144A Global Note Certificate and/or the Non-U.S. Global Note Certificates, as applicable, either of which may from time to time during the related Reset Period be reduced to zero or represent 100%, individually or in the aggregate, of the Outstanding Amount of the Reset Rate Notes. On any Reset Date when the Reset Rate Notes are to be denominated in a currency other than U.S. Dollars during the immediately following Reset Period, the Outstanding Amount of the Reset Rate Notes shall be allocated entirely to the Non-U.S. Global Note Certificates, as applicable. Any transfer of Reset Rate Notes (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, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 8-401 401(a) of the UCC are met met, the Issuing Entity 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 By its acquisition of a Note or any registration of transfer interest therein, each purchaser or exchange of Notes transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the valid obligations meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing (collectively, a “Benefit Plan”) or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. None of the Depositor, the Originator, the Issuing Entity, evidencing the same debtany Servicer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing EntityAsset Representations Reviewer, the Indenture Trustee Trustee, any initial purchaser or underwriter, or any of their respective affiliated entities (the Note Registrar may require payment of “Transaction Parties”) is undertaking to provide impartial investment advice, or to give advice in a sum sufficient to cover any tax or other governmental charge that may be imposed fiduciary capacity, 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 Issuing Entity shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or acquisition of any Note for a period by any Benefit Plan. In addition, each noteholder, by its acceptance of 15 days preceding the due date for any payment with respect to the Note. The Indenture Trustee (in any capacity) shall have no obligation an Note or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in therein, that is a Benefit Plan, including any fiduciary acquiring such Note other than or any interest therein on behalf of a Benefit Plan (“Plan Fiduciary”) will be deemed to require delivery have represented by its acquisition of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.Note that:

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. (b) If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, location and any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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. (c) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 of the Relevant UCC are met met, the Issuing Entity 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 denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 of the Relevant UCC are met. (d) 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, if the requirements of Section 8-401 of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the such exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. (f) 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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. (h) The preceding provisions of this Section 2.5 notwithstanding, the Issuing Entity 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 such Note. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.SECTION 2.6

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 the office or agencyagency of the Issuer maintained as provided in Section 3.02. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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. Each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees to provide to the Indenture Trustee, any Note Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the FATCA Information. In addition, each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence. The preceding provisions of this Section notwithstanding, the Issuing Entity 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. The Indenture Trustee (No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of ERISA, a “plan” described in Section 4975(e)(1) of the Code, any capacity) shall have no obligation entity that is deemed to hold “plan assets” of any of the foregoing by reason of an employee benefit plan’s or duty to monitorother plan’s investment in such entity, determine unless such transferee represents, warrants and covenants that its purchase and holding of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or inquire as to compliance with Section 4975 of the Code because it will satisfy the requirements of an applicable prohibited transaction exemption and will not cause a non-exempt violation of any restrictions on transfer imposed under this Indenture or under applicable law with respect that is substantially similar to any transfer ERISA or Section 4975 of the Code. By its acquisition of a Note in book-entry form or any interest in any Note other than therein, each transferee will be deemed to require delivery of such certificates have represented, warranted and other documentation or evidence as are expressly required by, covenanted that it satisfies the foregoing requirements and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent may rely conclusively on the same for purposes hereof. In addition, each Note Owner that is subject to Title I of ERISA or Section 4975 of the Indenture Trustee shall have Cods (“Plan”) and any responsibility for any actions taken fiduciary acting on behalf of such Plan (“Plan Fiduciary”), by accepting an interest or not taken by DTC.participation in a Note, is deemed to represent that:

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 provided that the requirements of Section 8-401 of the UCC are met (as determined by the Issuing Entity Issuer), 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 Issuing EntityIssuer, 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 gxxxxxxeed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met (provided, this requirement will only apply to transfers of Class B Notes following the transfer of the Class B Notes to an entity unaffiliated with the Originator), the Issuing Entity 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 8-401 401(a) of the UCC are met (provided, this requirement will only apply to exchanges of Class B Notes following the transfer of the Class B Notes to an entity unaffiliated with the Originator), the Issuing Entity 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. By its acquisition of a Note or any interest therein, each purchaser or transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, 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. No transfer of a Class B Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933 (the “Securities Act”) and any applicable state securities laws or is exempt from the registration requirements under said Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, there shall be delivered to the Issuing Entity and to the Indenture Trustee a letter in substantially the form of Exhibit C (the “Rule 144A Letter”). Notwithstanding the preceding sentence or anything else herein, any transfer of the Class B Notes to the Depositor, the Originator or any of their Affiliates on the Closing Date, and any transfer from any of such entities to its Affiliate, and any transfer from any such entity to an initial purchaser(s) pursuant to an exemption from the registration requirements, will not require the delivery of a Rule 144A Letter and may be made regardless of whether such entity is a “qualified institutional buyer” as defined in the Securities Act. The Issuing Entity shall provide to any Holder of a Class B Note and any prospective transferee designated by any such Holder, information regarding the Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Class B Note without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. The Indenture Trustee and the Servicer shall cooperate with the Issuing Entity in providing the Rule 144A information referenced in the preceding sentence, including providing to the Issuing Entity such information regarding the Class B Notes, the Receivables and other matters regarding the Trust Estate as the Issuing Entity shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Class B Note desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, the Issuing Entity, the Seller and the Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Every Class A Note, and every Class B Note (but, with respect to Class B Notes only, only with respect to transfers following the transfer of the Class B Notes to an entity unaffiliated with the Originator), 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 If for tax or other reasons it may be necessary to track Notes (e.g., if the Notes have original issue discount or have been held by a related party within the meaning Treasury regulations promulgated under Section 385 of this Section notwithstandingthe Code), the Issuing Entity shall not tracking conditions (like, for example, requiring that Notes 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. The Indenture Trustee (in any capacitydefinitive registered form) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly may be required by the terms of, this Indenture, and Administrator as a condition to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCtransfer.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes Securities and the registration of transfers of NotesSecurities. The Indenture Trustee initially shall be the Note Registrar "Security Registrar" for the purpose of registering Notes Securities and transfers of Notes Securities as herein provided. Upon any resignation of any Note Security Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Security Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as Note Security Registrar, the Issuing Entity Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Security Registrar and of the location, and any change in the location, of the Note Security Register, and the Indenture Trustee shall have the right to inspect the Note Security Register at all reasonable times and to obtain copies thereof, and the Indenture . The Trustee shall have the right to rely upon a certificate executed on behalf of the Note Security Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes Securities and the principal amounts and number of such NotesSecurities. Upon surrender for registration of or transfer of any Note Securities at the office or agency of the Issuing Entity to be maintained as provided in Section 3.02Security Registrar designated for such purpose, and if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall executeexecute or cause the Trustee to authenticate one or more new Securities, in any authorized denominations, of the same class and a like aggregate principal amount. As of the Indenture Trustee shall authenticate and Closing Date, the Noteholder shall Security Registrar has designated its offices located at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 for purposes of such registration of transfer. A Securityholder may also obtain from the Indenture Trustee, in the name of the designated transferee or transferees, transferees one or more new Notes of the same Class Securities, in any authorized denominations, of the same class and a like aggregate principal amount. Such requirements shall not be deemed to create a duty in the Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC. At the option of the Holder, Notes Securities may be exchanged for other Notes of the same Class Securities in any authorized denominations, of the same class and a like aggregate principal amount, upon surrender of the Notes Securities to be exchanged at such office or agency. Whenever any Notes Securities are so surrendered for exchange, and if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes Securities which the Noteholder Securityholder making the exchange is entitled to receive. Such requirements shall not be deemed to create a duty in the Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Issuing EntityIssuer, evidencing the same beneficial ownership interest or debt, as appropriate, and entitled to the same benefits under this IndentureTrust Agreement and under the Pooling Agreement, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached to Exhibit A, in the case of the Class A-1 Certificates, or Exhibit A to the Indenture Trustee Pooling Agreement, in the case of the Class A-2 Notes, duly executed by, by the Holder thereof or such Holder’s 's attorney duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Security Registrar may require. No service charge shall be made to a Holder for any registration of transfer or exchange of NotesSecurities, but the Issuing Entity, the Indenture Trustee or the Note Security 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 NotesSecurities, other than exchanges pursuant to Section 2.03 3.3 or 9.06 4.4 hereof or 9.6 of the Pooling Agreement not involving any transfer. The preceding Security Registrar shall not register the transfer of a Definitive Security unless the Trustee has received a representation letter (in form and substance satisfactory to the Trustee) from the prospective transferee to the effect that either (a) such transferee is not an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of this Title I of ERISA or a plan (as defined in Section notwithstanding4975(e)(1) of the Code) that is subject to Section 4975 of the Code (each, a "Benefit Plan") and is not acting on behalf of or investing the Issuing Entity shall not assets of a Benefit Plan or (b) the acquisition and continued holding of such Security by the transferee will be required covered by a U.S. Department of Labor prohibited transaction class exemption. Each Security Owner, by acceptance of a beneficial interest in a Book-Entry Security, will be deemed 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent one of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCforegoing representations.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity 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 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, 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 Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The 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 plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code, unless such transferee represents, warrants and covenants that its purchase and holding of such note is and will be eligible for, and satisfies and will satisfy all the requirements of, Department of Labor prohibited transaction class exemption ("PTE") 90-1; PTE 96-23; PTE 95-60; PTE 91-38; PTE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental plan, will not violate any applicable law that is substantially similar to ERISA or Section 4975 of the Code). 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 relay conclusively on the same for purposes hereof. The provisions of this Section are exclusive and shall preclude (in any capacityto the extent lawful) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law all other rights and remedies with respect to any the transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNotes.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 8-401 401(a) of the UCC are met met, the Issuing Entity 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 By its acquisition of a Note or any registration of transfer interest therein, each purchaser or exchange of Notes transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the valid obligations meaning of Section 3(3) of the Issuing Entity, evidencing the same debt, and entitled to the same benefits under this IndentureEmployee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Notes surrendered upon such registration Internal Revenue Code of transfer 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing (collectively, a “Benefit Plan”) or exchange. Every Note presented a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or surrendered for registration Section 4975 of transfer the Code or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to (b) the Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements acquisition and holding of the Note Registraror any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, which requirements include membership Section 4975 of the Code or participation in any substantially similar applicable law. None of the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by Depositor, the Note Registrar in addition toOriginator, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Servicer, the Asset Representations Reviewer, the Indenture Trustee Trustee, any underwriter, or any of their respective affiliated entities (the Note Registrar may require payment of “Transaction Parties”) is undertaking to provide impartial investment advice, or to give advice in a sum sufficient to cover any tax or other governmental charge that may be imposed fiduciary capacity, 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 Issuing Entity shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or acquisition of any Note for a period by any Benefit Plan. In addition, each noteholder, by its acceptance of 15 days preceding the due date for any payment with respect to the Note. The Indenture Trustee (in any capacity) shall have no obligation an Note or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in therein, that is a Benefit Plan, including any fiduciary acquiring such Note other than or any interest therein on behalf of a Benefit Plan (“Plan Fiduciary”) will be deemed to require delivery have represented by its acquisition of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.Note that:

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Issuer hereby appoints the Indenture Trustee initially shall be as the initial “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not is unable to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as the Note Registrar, the Issuing Entity 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 Noteholders and the principal amounts and number of such Notes. Upon surrender for registration Each purchaser and transferee shall be deemed to represent, warrant and covenant that either (i) the transferee is not acquiring and will not hold any Note with the assets of transfer (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) an entity that is deemed to hold “plan assets” of any such employee benefit plan or plan (each of the foregoing, a “Benefit Plan”) or (d) any governmental plan, non-U.S. plan or church plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”), or (ii) (x) such Note is rated at least “BBB-” or its equivalent by a nationally recognized statistical rating organization at the office time of purchase or agency of 700148678 06142559 transfer and (y) the Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity shall execute, transferee’s acquisition 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 Issuing Entity 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 Issuing 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 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 an “eligible guarantor institution” meeting the requirements continued holding of the Note Registrar, which requirements include membership will not give rise to a nonexempt prohibited transaction under ERISA or participation Section 4975 of the Code or result in a nonexempt violation of Similar Law. The Notes are not eligible for purchase by Benefit Plans at any time that the Securities Transfer Agent’s Medallion Program Notes do not have a current investment grade rating from a nationally recognized statistical rating agency. Any purchase or transfer of a Note (“STAMP”or any interest therein) or such other “signature guarantee program” as may be determined by in violation of the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge foregoing shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCvoid ab initio.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Notes Register”) at the Corporate Trust Office of the Trustee in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes (including the principal amount and stated interest thereon) and the registration of transfers of Notes. The Indenture Trustee is hereby initially shall be the Note Registrar appointed “Notes Registrar” for the purpose of registering Notes and transfers of such Notes with respect to the Notes Register maintained in the United States as herein provided. Upon any resignation or removal of any Note the Notes Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Notes Registrar, the Issuing Entity Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note a 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 or face amounts and number numbers of such Notes. Upon written request at any time the Notes Registrar shall provide to the Issuer, the Collateral Manager, the Initial Purchaser or any Holder a current list of Holders as reflected in the Notes Register. Subject to this Section 2.5 and Section 2.12, upon surrender for registration of transfer of any Note Notes at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.027.2, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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, Minimum 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, and each Holder is deemed to agree by acceptance of its Note that the Notes Registrar shall not have any liability with respect to the release of any information with respect to such Holder to any such requesting Person. 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 Debt (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 Debt 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 (unless otherwise directed by such beneficial owner). At the option of the Holder, Notes may be exchanged for other Notes of the same Class like terms, in any authorized denominations, Minimum 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, if the requirements of Section 8-401 of the UCC are met the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, or request 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 issued, authenticated and delivered upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 Notes Registrar duly executed by, by the Holder thereof or such Holder’s his attorney duly authorized in writing, writing with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Notes Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Notes Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Notes Registrar 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 of this Section notwithstandingTrustee or the Notes Registrar shall be permitted to request such evidence reasonably satisfactory to it documenting the identity, the Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitorauthority, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent and/or signatures of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCtransferor and transferee.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) Notes to keep be Registered and shall cause to be kept a register (the “Note Register”) at the office of the Trustee in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby initially shall be appointed registrar (the Note Registrar “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 Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.027.2, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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. In addition, when permitted under this Indenture, the Issuer, the Trustee and the Collateral Manager shall be entitled to rely conclusively upon any certificate of ownership provided to the Trustee by a beneficial owner of a Note (including a Beneficial Ownership Certificate) 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 unless directed otherwise; provided, however, the Trustee shall have no obligation or duty to verify information with respect to such Beneficial Ownership Certificate and shall only be required to retain copies of such documents presented to it. 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, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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 Issuing EntityIssuer, 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 attorney duly authorized in writing, writing with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar 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 of this Section notwithstanding, Registrar or the Issuing Entity Trustee shall not be required permitted to make and request such evidence reasonably satisfactory to it documenting 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent identity and/or signatures of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCtransferor and transferee.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as the Note Registrar, the Issuing Entity Issuer will give the Indenture Trustee and the Facility 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 Facility Administrator 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 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 Subject to the terms and conditions of this Indenture, upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity 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 Subject to the terms and conditions of this Indenture, whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Issuer hereby appoints the Indenture Trustee initially shall be as the initial "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not is unable to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as the Note Registrar, the Issuing Entity 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 Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of The Indenture Trustee shall not register the transfer of any Note at (other than the office or agency transfer of a Note to the nominee of the Issuing Entity to be maintained as provided in Section 3.02, if Clearing Agency) unless the requirements of Section 8-401 of the UCC are met the Issuing Entity shall execute, transferee has executed 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 Issuing Entity 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 Issuing 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 by, or be accompanied by a written instrument of transfer in form satisfactory delivered to the Indenture Trustee duly executed bya certification to the effect that either (i) the transferee is not acquiring and will not hold any Note with the assets of (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a "plan" (as defined in Section 4975(e)(1) of the Holder thereof Code) that is subject to Section 4975 of the Code, (c) an entity that is deemed to hold assets of such employee benefit plan or such Holder’s attorney duly authorized in writingplan (each of the foregoing, with such signature guaranteed by an “eligible guarantor institution” meeting a "Benefit Plan") or (d) other plan that is subject to any law that is substantially similar to ERISA or Section 4975 of the requirements Code, or (ii) the transferee's acquisition and continued holding of the Note Registrarwill not give rise to a nonexempt prohibited transaction under ERISA, which requirements include membership Section 4975 of the Code or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the any substantially similar applicable law. Each transferee of a Book-Entry Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity shall not be required deemed 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent one of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCforegoing representations.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 the office or agencyagency of the Issuer maintained as provided in Section 3.02. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of 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, unless such transferee represents, warrants and covenants that its purchase and holding of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will satisfy the requirements of an applicable prohibited transaction exemption and will not cause a non-exempt violation of any applicable law that is substantially similar to ERISA or Section 4975 of the Code. 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 relay conclusively on the same for purposes hereof. With respect to any Retained Notes that are sold or otherwise transferred after the Closing Date (in any capacitya “Later-Sold Note”), such sale or transfer shall not be effective unless (A) shall have no obligation or duty to monitorthe Issuer, determine or inquire as to compliance with any restrictions on transfer imposed under this the Owner Trustee and the Indenture or under applicable law Trustee receive a Debt Opinion with respect to any such sale or transfer of any interest in any such Later-Sold Note other than to require delivery (which such opinion shall include the Class, principal amount and CUSIP number of such certificates Later-Sold Note) and (B) either (i) such Later-Sold Note has a CUSIP number that is different than that of any other documentation outstanding Note immediately prior to such sale or evidence as are expressly required bycan otherwise be separately tracked for reporting of original issue discount or (ii) for U.S. federal income tax purposes, and to do so if and when expressly required by the terms of, this Indenture, and to examine such Later-Sold Note has the same issue price and issue date as any outstanding Notes that have the same CUSIP number as such Later-Sold Note. The provisions of this Section are exclusive and shall preclude (to determine substantial compliance as the extent lawful) all other rights and remedies with respect to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent transfer of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNotes.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 provided that the requirements of Section 8-401 of the UCC are met (as determined by the Issuing Entity Issuer), 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 Issuing EntityIssuer, 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 guarxxxxxx by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity Issuer shall execute, execute and upon its request 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 Notes, in any authorized denominations, 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 any authorized denominations, of the same class 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, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity Issuer shall execute, execute and upon its request 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 Issuing EntityIssuer, 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 (i) 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMPStamp”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMPStamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section section notwithstanding, the Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Debtor shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Debtor shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially Collateral Agent shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity Debtor 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 Collateral Agent is appointed by the Issuing Entity Debtor as Note Registrar, the Issuing Entity Debtor will give the Indenture Trustee Collateral Agent 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 Collateral Agent shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee Collateral Agent 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 Noteholders 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 Issuing Entity Debtor to be maintained as provided in Section 3.021.10 hereof, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity Owner Trustee on behalf of the Debtor shall execute, execute and upon its request the Indenture Trustee Collateral Agent shall authenticate and the Noteholder shall obtain from the Indenture TrusteeCollateral Agent, in the name of the designated transferee or transferees, one or more new Notes of the same Class Notes, in any authorized denominations, of the same class 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 the same class 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, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity Debtor shall execute, execute and upon its request the Indenture Trustee Collateral Agent shall authenticate and the Noteholder shall obtain from the Indenture TrusteeCollateral Agent, 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 Issuing EntityDebtor, evidencing the same debt, and entitled to the same benefits under this IndentureSecurity Agreement, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached to the Indenture Trustee Exhibit C duly executed by, by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by an investor representation letter in substantially the form of Exhibit D hereto or, in lieu thereof, a legal opinion to the effect that such transfer or exchange constitutes an exempt transaction under Section 4(2) of the Securities Act of 1933, as amended. Notwithstanding the foregoing, in the case of any sale or other transfer of a Note, the transferor of such Note shall be required to represent and warrant in writing that the prospective transferee either (a) is not (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), which is subject to the provisions of Title I of ERISA, (ii) a plan (as defined in section 4975(e)(1) of the Code), which is subject to Section 4975 of the Code, or (iii) an entity whose underlying assets are deemed to be assets of a plan described in (i) or (ii) above by reason of such plan’s investment in the entity (any such entity described in clauses (i) through (iii), a “Benefit Plan Entity”) or (b) is a Benefit Plan Entity and the acquisition and holding of the Definitive Note by such prospective transferee is covered by a Department of Labor Prohibited Transaction Class Exemption. Each transferee of a Book Entry Note that is a Benefit Plan Entity shall be deemed to represent that its acquisition and holding of the Book Entry Note is covered by a Department of Labor Prohibited Transaction Class Exemption. Notwithstanding the foregoing, the transferor of such Note shall be further required to represent and warrant in writing that it reasonably believes, after due inquiry, that the prospective transferee is not a Benefit Plan Entity. Each transferee of such Note shall be deemed to represent that it is not a Benefit Plan Entity. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 section notwithstanding, the Issuing Entity Debtor shall not be required to make and the Note Registrar need shall 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially Administrator shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity Issuer will give the Indenture Trustee and the 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 and, if it is no longer serving as Note Registrar hereunder, the Administrator, shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, . The Indenture Trustee and the Indenture Trustee Administrator 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 or transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, and if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall executeexecute and cause the Administrator to authenticate one or more new Notes, in any authorized denominations, of the same class and the Indenture Trustee shall authenticate and the a like aggregate principal amount. A Noteholder shall may also obtain from the Indenture TrusteeAdministrator, in the name of the designated transferee or transferees, transferees one or more new Notes of the same Class Notes, in any authorized denominations, of the same Class and Tranche, as applicable, and a like aggregate principal amount. Such requirements shall not be deemed to create a duty in the Administrator, nor shall the Administrator have any duty, to monitor the compliance by the Issuer with Section 8-401 of the UCC. At the option of the Holder, Notes of any Class or Tranche may be exchanged for other Notes of such Class or Tranche in any authorized denominations of the same Class in any authorized denominations(and Tranche, of if applicable) 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, and if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, execute and upon its written request the Indenture Trustee Administrator shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. Such requirements shall not be deemed to create a duty in the Administrator, nor shall the Administrator have any duty, to monitor the compliance by the Issuer with Section 8-401 of the UCC. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this IndentureIndenture and the Series Supplement, as the Notes surrendered upon such registration of transfer or exchange. Every Unless specified in the Series Supplement, every Note presented or surrendered for registration of transfer or exchange shall shall, unless specified in the Series Supplement, be (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached as an exhibit to the Indenture Trustee Note duly executed by, by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMPStamp”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMPStamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Note Registrar may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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. Notwithstanding, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The the preceding provisions of this Section notwithstandingsection, the Issuing Entity Issuer shall not be required to make make, and the Note Registrar need shall not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding a Distribution Date. The Note Registrar shall not register the due date for any payment with respect transfer of a Definitive Note unless the transferee has executed and delivered to the Administrator a certification, in the form of Exhibit A hereto, to the effect that either (i) the transferee is not (A) an employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to Title I of ERISA or (B) a plan (within the meaning of Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code (each of the foregoing, a “Plan”), and is not acting on behalf of or investing the assets of a Plan or (ii) that the transferee’s acquisition and continued holding of the Definitive Note will be covered by a prohibited transaction class exemption issued by the U.S. Department of Labor. Each Note Owner that purchases a Book-Entry Note, or to whom a Book-Entry Note is transferred, shall be deemed to represent that either (i) it is not a Plan and is not acting on behalf of or investing the assets of a Plan or (ii) its acquisition and continued holding of the Book-Entry Note will be covered by a prohibited transaction class exemption issued by the U.S. Department of Labor. The Indenture Trustee No Holder of an Unregistered Note shall transfer its Note, unless (i) such transfer is made in any capacityaccordance with Rule 144A under the Securities Act or (ii) shall have no obligation or duty pursuant to monitor, determine or inquire as to compliance with any restrictions on transfer imposed an exemption from registration provided by Rule 144 under this Indenture or the Securities Act (if available) and the registration and qualification requirements under applicable law with respect state securities laws. Each Unregistered Note issued hereunder will contain the following legend limiting sales to any transfer “Qualified Institutional Buyers” within the meaning of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required byRule 144A under the Securities Act: THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, and to do so if and when expressly required by the terms ofAS AMENDED (THE “SECURITIES ACT”), this IndentureAND HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY AUTHORITY OF ANY STATE. THIS NOTE HAS BEEN OFFERED AND SOLD PRIVATELY. THE HOLDER HEREOF ACKNOWLEDGES THAT THESE SECURITIES ARE “RESTRICTED SECURITIES” THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE OBLIGORS AND ITS AFFILIATES THAT THESE SECURITIES MAY NOT BE OFFERED, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (in any capacityA) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCTO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 . 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 or transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, and if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, execute and cause the Indenture Trustee shall to authenticate one or more new Notes, in any authorized denominations, of the same class and the a like aggregate principal amount. A Noteholder shall may also obtain from the Indenture Trustee, in the name of the designated transferee or transferees, transferees one or more new Notes of the same Class Notes, in any authorized denominations, of the same Class and Tranche, as applicable, and a like aggregate principal amount. Such requirements shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC. At the option of the Holder, Notes of a Series (or Class or Tranche) may be exchanged for other Notes of the same such Series (or Class or Tranche) in any authorized denominations, of the same Class (and Tranche, if applicable) 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, and if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, execute and upon its written request 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. Such requirements shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this IndentureIndenture and the related Series Supplement, as the Notes surrendered upon such registration of transfer or exchange. Every Unless specified in a Series Supplement, every Note presented or surrendered for registration of transfer or exchange shall shall, unless specified in a Series Supplement, be (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached as an exhibit to the Indenture Trustee Note duly executed by, by the Holder thereof or such Holder’s 's attorney duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”"Stamp") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMPStamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Note Registrar may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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. Notwithstanding, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The the preceding provisions of this Section notwithstandingsection, the Issuing Entity Issuer shall not be required to make make, and the Note Registrar need shall 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 NoteDistribution Date. The Indenture Trustee (in any capacity) Note Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any not register the transfer of any interest in any a Definitive Note other than unless the transferee has executed and delivered to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee a certification, in the form of Exhibit A hereto, to the effect that either (in any capacityi) nor any agent the transferee is not (A) an employee benefit plan (within the meaning of Section 3(3) of the Indenture Trustee Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA or (B) a plan (within the meaning of Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code (each of the foregoing, a "Plan"), and is not acting on behalf of or investing the assets of a Plan or (ii) that the transferee's acquisition and continued holding of the Definitive Note will be covered by a prohibited transaction class exemption issued by the U.S. Department of Labor. Each Note Owner that purchases a Book-Entry Note, or to whom a Book-Entry Note is transferred, shall have any responsibility for any actions taken be deemed to represent that either (i) it is not a Plan and is not acting on behalf of or not taken investing the assets of a Plan or (ii) its acquisition and continued holding of the Book-Entry Note will be covered by DTCa prohibited transaction class exemption issued by the U.S. Department of Labor. No Holder of an Unregistered Note shall transfer its Note, unless (i) such transfer is made in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available) and the registration and qualification requirements under applicable state securities laws. Each Unregistered Note issued hereunder will contain the following legend limiting sales to "Qualified Institutional Buyers" within the meaning of Rule 144A under the Securities Act: THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY AUTHORITY OF ANY STATE. THIS NOTE HAS BEEN OFFERED AND SOLD PRIVATELY. THE HOLDER HEREOF ACKNOWLEDGES THAT THESE SECURITIES ARE "RESTRICTED SECURITIES" THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE OBLIGORS AND ITS AFFILIATES THAT THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 or a Responsible Officer, in the case of the Indenture Trustee acting as Note Registrar, 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 8-401 401(a) of the UCC are met met, the Issuing Entity 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. By its acquisition of a Note or any interest therein, each purchaser or transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing (collectively, a “Benefit Plan”) or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, 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 HolderXxxxxx’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 Sections 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions If for tax or other reasons it may be necessary to track Notes (e.g., if the Notes have original issue discount or have been held by a member of this Section notwithstanding, the Issuing Entity shall not Entity’s “expanded group”, within the meaning of Treasury Regulations promulgated under Section 385 of the Code), tracking conditions (e.g., requiring that Notes be in definitive registered form) may be required by the Administrator as a condition to make and the transfer; provided however; that neither 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility duty or obligation to monitor or enforce compliance with such tracking conditions. No sale or transfer of a Retained Note may be made unless (A) the Indenture Trustee and the Depositor have received an Opinion of Counsel, with respect to the sale or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold or transferred will be characterized as indebtedness for any actions taken federal income tax purposes or (B) the Indenture Trustee and the Depositor have received an Opinion of Counsel that such sale or transfer shall not taken by DTCcause the Issuing Entity to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity 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 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 8-401 401(1) of the UCC are met the Issuing Entity 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 Issuing EntityIssuer, 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 writingauthorizex xx xriting, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 the office or agencyagency of the Issuer maintained as provided in Section 3.02. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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. Each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees to provide to the Indenture Trustee, any Note Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the FATCA Information. In addition, each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence. The preceding provisions of this Section notwithstanding, the Issuing Entity 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. The No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of 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 a person investing “plan assets” of any such plan or entity), unless such transferee represents, warrants and covenants that its acquisition, holding, and disposition of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental or church plan that may be subject to any federal, state or local law that is substantially similar to ERISA or Section 4975 of the Code, will not cause a violation of any such applicable similar law). 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. With respect to any Retained Notes that are sold or otherwise transferred after the Closing Date (in any capacitya “Later-Sold Note”), such sale or transfer shall not be effective unless (A) shall have no obligation or duty to monitorthe Issuer, determine or inquire as to compliance with any restrictions on transfer imposed under this the Owner Trustee and the Indenture or under applicable law Trustee receive a Debt Opinion with respect to any such sale or transfer of any interest in any such Later-Sold Note other than to require delivery (which such opinion shall include the Class, principal amount and CUSIP number of such certificates Later-Sold Note) and (B) either (i) such Later-Sold Note has a CUSIP number that is different than that of any other documentation outstanding Note immediately prior to such sale or evidence as are expressly required bycan otherwise be separately tracked for reporting of original issue discount or (ii) for U.S. federal income tax purposes, and to do so if and when expressly required by the terms of, this Indenture, and to examine such Later-Sold Note has the same issue price and issue date as any outstanding Notes that have the same CUSIP number as such Later-Sold Note. The provisions of this Section are exclusive and shall preclude (to determine substantial compliance as the extent lawful) all other rights and remedies with respect to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent transfer of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNotes.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Senior Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Senior Notes and the registration of transfers of Senior Notes. The Indenture Trustee initially shall be is hereby appointed the "Senior Note Registrar Registrar" for the purpose of registering Senior Notes and transfers of Senior Notes as herein provided. Upon any resignation of any Senior Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Senior Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as Senior Note Registrar, the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the such appointment of such Note Registrar and of the location, and any change in the such location, of the Senior Note Register, and the Indenture Trustee shall have the right to inspect the Senior 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 Senior Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Senior Noteholders and the principal amounts and number of such Senior Notes. Upon surrender for registration of transfer of any Senior Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met met, the Issuing Entity Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and the related Senior Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transfereestransferee, one or more new Senior Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holderrelated Senior Noteholder, Senior Notes may be exchanged for other Senior Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the such Senior Notes to be exchanged at such office or agency. Whenever any Senior Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met met, the Issuing Entity Owner Trustee shall execute, and on behalf of the Issuer, the Indenture Trustee shall authenticate and the Senior Noteholder shall obtain from the Indenture Trustee, Trustee the Senior Notes which that the Senior Noteholder making the such exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing 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 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Trustee shall cause to be kept a note registrar register for each Series of Registered Certificates (the “Note Registrar”) registers maintained in such office and in any other office or agency of the Trustee being herein sometimes collectively referred to keep a register (as the “Note "Certificate Register”") in which a transfer agent and registrar (which may be the Note Registrar Trustee) (the "Certificate Registrar") shall provide for the registration of Notes Registered Certificates and the registration of transfers and exchanges of NotesRegistered Certificates. The Indenture Trustee is hereby initially shall be the Note appointed Certificate Registrar for the purpose of registering Notes Registered Certificates and transfers and exchanges of Notes Registered Certificates as herein provided; PROVIDED, however, that the Trustee may appoint one or more co-Certificate Registrars. Upon any resignation of any Note Certificate Registrar, the Issuing Entity Depositor shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of Note Certificate Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Depositor as Note Certificate Registrar, the Issuing Entity Depositor will give the Indenture Trustee prompt written notice of the appointment of such Note a Certificate Registrar and of the location, and any change in the location, of the Note Certificate 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 Certificate Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Registered Certificates and the principal amounts and number numbers of such NotesRegistered Certificates. Upon surrender for registration of transfer of any Note Registered Certificate of any Series (or Class within such Series) at the office or agency of the Issuing Entity to be maintained as provided in Section 3.02Trustee, if the requirements of Section 8-401 401(1) of the UCC Uniform Commercial Code are met to the Issuing Entity Depositor's satisfaction, the Depositor 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 Registered Certificates of the same Class in any authorized denominations, of a like Series, Class and aggregate principal amountCertificate Principal Balance or Notional Amount, as applicable. Except as otherwise specified pursuant to Section 5.1, in no event may Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, be exchanged for Bearer Certificates. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Certificates represented thereby, a Global Security representing all or a portion of the Certificates of a Series (or Class within such Series) may not be transferred except as a whole by the Depositary for such Series or Class 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 Depositary for such Series or Class or a nominee of such successor Depositary. At the option of the Holder, Notes Registered Certificates of any Series (or Class within such Series) (other than a Global Security, except as set forth below) may be exchanged for other Notes Registered Certificates of the same Series or Class in of any authorized denominationsdenomination or denominations of like tenor and aggregate Certificate Principal Balance or Notional Amount, of a like aggregate principal amountas applicable, upon surrender of the Notes Registered Certificates to be exchanged at such the office or agencyagency of the Trustee maintained for such purpose. At the option of the Holder, except as otherwise specified as contemplated by Section 5.1 with respect to a Global Security representing Bearer Certificates, Bearer Certificates of any Series (or Class within such Series) may be exchanged for Registered Certificates (if the Certificates of such Series or Class are issuable as Registered Certificates) or Bearer Certificates of the same Series or Class, of any authorized denomination or denominations, of like tenor and aggregate Certificate Principal Balance or Notional Amount, as applicable, upon surrender of the Bearer Certificates to be exchanged at the office or agency of the Trustee maintained for such purpose, with all unmatured Coupons and all matured Coupons in default thereto appertaining; PROVIDED, however, that delivery of a Bearer Certificate shall occur only outside the United States. If the Holder of a Bearer Certificate is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Certificates are accompanied by payment in funds acceptable to the Depositor and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Depositor and the Trustee if there be furnished to each of them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Certificate shall surrender for payment any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; PROVIDED, however, that, except as otherwise provided in Section 5.6, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Notes Certificates are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met the Issuing Entity Depositor shall execute, execute and the Indenture Trustee shall authenticate and deliver the Noteholder shall obtain from Certificates that the Indenture Trustee, the Notes which the Noteholder Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or Notwithstanding the foregoing, the exchange of Notes shall Bearer Certificates for Registered Certificates will be the valid obligations of the Issuing Entity, evidencing the same debt, and entitled subject to the same benefits under this Indenture, as provisions of United States income tax laws and regulations applicable to Certificates in effect at the Notes surrendered upon time of such registration of transfer or exchange. Every Note presented If at any time the Depositary for the Certificates of a Series (or surrendered Class within such Series) notifies the Depositor that it is unwilling or unable to continue as Depositary for registration the Certificates of transfer such Series or exchange Class or if at any time the Depositary for the Certificates of such Series or Class shall no longer be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed byeligible under Section 5.9(b), the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge Depositor shall be made to appoint a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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 successor Depositary with respect to the NoteCertificates of such Series or Class. The Indenture Trustee (in any capacity) If a successor Depositary for the Certificates of such Series or Class is not appointed by the Depositor within 90 days after the Depositor receives such notice or becomes aware of such ineligibility, the Depositor's election pursuant to Section 5.1 shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law longer be effective with respect to the Certificates of such Series or Class and the Depositor will execute, and the Trustee, upon receipt of a Depositor Order for the authentication and delivery of individual Certificates of such Series or Class, will authenticate and deliver individual Certificates of such Series or Class in an aggregate Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the Global Security or Securities representing Certificates of such Series or Class in exchange for such Global Security or Securities. The Depositor may at any transfer time and in its sole discretion determine that individual Certificates of any interest Series (or Class within such Series) issued in any Note other than to require the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Depositor shall execute, and the Trustee, upon receipt of a Depositor Order for the authentication and delivery of individual Certificates of such certificates Series or Class, shall authenticate and other documentation deliver, individual Certificates of such Series or evidence Class in an aggregate Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the Global Security or Securities representing Certificates of such Series or Class in exchange for such Global Security or Securities. If specified by the Depositor pursuant to Section 5.1 with respect to a Series (or Class within such Series) of Certificates, the Depositary for such Series may surrender a Global Security for such Series or Class in exchange in whole or in part for individual Certificates of such Series or Class on such terms as are expressly required byacceptable to the Depositor and such Depositary. Thereupon, the Depositor shall execute, and to do so if the Trustee, upon receipt of a Depositor Order, shall authenticate and when expressly required by the terms ofdeliver, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.without service charge,

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 authorized signatory thereof as to the names and addresses of the Holders Noteholders of the Notes and the principal amounts and number of such Notes. Upon Subject to Sections 2.13 and 2.14 hereof, upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity Issuer shall execute, execute and upon its request 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 Notes, in any authorized denominations, of the same class 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 the same class 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, subject to Sections 2.13 and 2.14 hereof, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity Issuer shall execute, execute and upon its request 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 Issuing EntityIssuer, 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 (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached to the Indenture Trustee Exhibit A duly executed by, the Holder thereof or such Holder’s 's attorney duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”"Stamp") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMPStamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require. Notwithstanding the foregoing, in the case of any sale or other transfer of a Definitive Note, the transferor of such Definitive Note shall be required to represent and warrant in writing that the prospective transferee either (a) is not (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), which is subject to the provisions of Title I of ERISA, (ii) a plan (as defined in section 4975(e)(1) of the Code), which is subject to Section 4975 of the Code, or (iii) an entity whose underlying assets are deemed to be assets of a plan described in (i) or (ii) above by reason of such plan's investment in the entity (any such entity described in clauses (i) through (iii), a "Benefit Plan Entity") or (b) is a Benefit Plan Entity and the acquisition and holding of the Definitive Note by such prospective transferee is covered by a Department of Labor Prohibited Transaction Class Exemption. Each transferee of a Book Entry Note that is a Benefit Plan Entity shall be deemed to represent that its acquisition and holding of the Book Entry Note is covered by a Department of Labor Prohibited Transaction Class Exemption. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 section notwithstanding, the Issuing Entity Issuer shall not be required to make make, and the Note Registrar need shall 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity 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 Series and 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 Series and 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 8-401 401(a) of the UCC are met the Issuing Entity 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 Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this IndentureMaster Indenture and the related Indenture Supplement, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note "Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes Bonds and the registration of transfers of NotesBonds. The Indenture Trustee initially shall be the Note Registrar "Registrar" for the purpose of registering Notes Bonds and transfers and exchanges of Notes Bonds as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 a Responsible Officer thereof as to the names and addresses of the Holders of the Notes Bonds and the principal amounts and number of such NotesBonds. Upon surrender for registration of transfer of any Note Bond at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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 Bonds in any authorized denominationsMinimum Denominations, of a like Class and aggregate principal amount. At the option of the Holder, Notes Bonds may be exchanged for other Notes of the same Class Bonds in any authorized denominationsMinimum Denominations, of a like Class and aggregate principal amount, upon surrender of the Notes Bonds to be exchanged at such office or agency. Whenever any Notes Bonds are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver the Noteholder shall obtain from the Indenture Trustee, the Notes Bonds which the Noteholder Bondholder making the exchange is entitled to receive. All Notes Bonds issued upon any registration of transfer or exchange of Notes Bonds shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Bonds 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 . 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 or transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, and if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, execute and cause the Indenture Trustee shall to authenticate one or more new Notes, in any authorized denominations, of the same class and the a like aggregate principal amount. A Noteholder shall may also obtain from the Indenture Trustee, in the name of the designated transferee or transferees, transferees one or more new Notes of the same Class Notes, in any authorized denominations, of the same Class and a like aggregate principal amount. Such requirements shall not be deemed to create a duty on the part of the Indenture Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of the same Class 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, and if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, execute and upon its request 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. Such requirements shall not be deemed to create a duty on the part the Indenture Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached to the Indenture Trustee Exhibits B-1 and B-2, duly executed by, the Holder thereof or such Holder’s 's attorney duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Note Registrar may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.4 not involving any transfer. The preceding Any Noteholder using the assets of (i) an employee benefit plan (as defined in Section 3(3) of ERISA that is subject to the provisions of this Title I of ERISA, (ii) a plan described in Section notwithstanding, the Issuing Entity 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. The Indenture Trustee (in any capacity4975(e)(1) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall 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 entity to purchase the Notes, or to whom the Notes are transferred, will be deemed to have any responsibility for any actions taken or not taken represented that the acquisition and continued holding of the Notes will be covered by DTCa U.S. Department of Labor Class Exemption.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Indenture Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Indenture Notes and the registration of transfers of Indenture Notes. The Indenture Trustee initially shall be the "Indenture Note Registrar Registrar" for the purpose of registering Indenture Notes and transfers of Indenture Notes as herein provided. Upon any resignation of any Indenture Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Indenture Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as the Indenture Note Registrar, the Issuing Entity Issuer will give the Indenture Trustee prompt written notice of the appointment of such Indenture Note Registrar and of the location, and any change in the location, of the Indenture Note Register, and the Indenture Trustee shall have the right to inspect the Indenture 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 Indenture Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Indenture Notes and the principal amounts and number of such Indenture Notes. Upon surrender for registration of transfer of any Indenture Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and the Indenture Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Indenture Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount. At the option of the Holder, Indenture Notes may be exchanged for other new Indenture Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount, upon surrender of the Indenture Notes to be exchanged at such office or agency. Whenever any Indenture Notes are so surrendered for exchange, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and the Indenture Noteholder shall obtain from the Indenture Trustee, the Indenture Notes which that the Indenture Noteholder making the exchange is entitled to receive. All Indenture Notes issued upon any registration of transfer or exchange of Indenture Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Indenture Notes surrendered upon such registration of transfer or exchange. Every Indenture 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 an “"eligible guarantor institution” " meeting the requirements of the Indenture Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Indenture Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Indenture Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Indenture 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Trustee shall cause to be kept a note registrar register for each Series of Registered Certificates (the “Note Registrar”) registers maintained in such office and in any other office or agency of the Trustee in a Place of Distribution being herein sometimes collectively referred to keep a register (as the “Note "Certificate Register”") in which a transfer agent and registrar (which may be the Note Registrar Trustee) (the "Certificate Registrar") shall provide for the registration of Notes Registered Certificates and the registration of transfers and exchanges of NotesRegistered Certificates. The Indenture Trustee is hereby initially shall be the Note appointed Certificate Registrar for the purpose of registering Notes Registered Certificates and transfers and exchanges of Notes Registered Certificates as herein provided; provided, however, that the Trustee may appoint one or more co-Certificate Registrars. Upon any resignation of any Note Certificate Registrar, the Issuing Entity Depositor shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of Note Certificate Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Depositor as Note Certificate Registrar, the Issuing Entity Depositor will give the Indenture Trustee prompt written notice of the appointment of such Note a Certificate Registrar and of the location, and any change in the location, of the Note Certificate 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 Certificate Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Registered Certificates and the principal amounts and number numbers of such NotesRegistered Certificates. Upon surrender for registration of transfer of any Note Registered Certificate of any Series (or Class within such Series) at the office or agency of the Issuing Entity to be maintained as provided in Section 3.02Trustee, if the requirements of Section 8-401 401(1) of the UCC Uniform Commercial Code are met to the Issuing Entity Depositor's satisfaction, the Depositor 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 Registered Certificates of the same Class in any authorized denominations, of a like Series, Class and aggregate principal amountCertificate Principal Balance or Notional Amount, as applicable. Except as otherwise specified pursuant to Section 5.1, in no event may Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, be exchanged for Bearer Certificates. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Certificates represented thereby, a Global Security representing all or a portion of the Certificates of a Series (or Class within such Series) may not be transferred except as a whole by the Depositary for such Series or Class 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 Depositary for such Series or Class or a nominee of such successor Depositary. At the option of the Holder, Notes Registered Certificates of any Series (or Class within such Series) (other than a Global Security, except as set forth below) may be exchanged for other Notes Registered Certificates of the same Series or Class in of any authorized denominationsdenomination or denominations of like tenor and aggregate Certificate Principal Balance or Notional Amount, of a like aggregate principal amountas applicable, upon surrender of the Notes Registered Certificates to be exchanged at such the office or agencyagency of the Trustee maintained for such purpose. At the option of the Holder, except as otherwise specified as contemplated by Section 5.1 with respect to a Global Security representing Bearer Certificates, Bearer Certificates of any Series (or Class within such Series) may be exchanged for Registered Certificates (if the Certificates of such Series or Class are issuable as Registered Certificates) or Bearer Certificates of the same Series or Class, of any authorized denomination or denominations, of like tenor and aggregate Certificate Principal Balance or Notional Amount, as applicable, upon surrender of the Bearer Certificates to be exchanged at the office or agency of the Trustee maintained for such purpose, with all unmatured Coupons and all matured Coupons in default thereto appertaining; provided, however, that delivery of a Bearer Certificate shall occur only outside the United States. If the Holder of a Bearer Certificate is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Certificates are accompanied by payment in funds acceptable to the Depositor and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Depositor and the Trustee if there be furnished to each of them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Certificate shall surrender for payment any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 5.6, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Notes Certificates are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met the Issuing Entity Depositor shall execute, execute and the Indenture Trustee shall authenticate and deliver the Noteholder shall obtain from Certificates that the Indenture Trustee, the Notes which the Noteholder Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or Notwithstanding the foregoing, the exchange of Notes shall Bearer Certificates for Registered Certificates will be the valid obligations of the Issuing Entity, evidencing the same debt, and entitled subject to the same benefits under this Indenture, as provisions of United States income tax laws and regulations applicable to Certificates in effect at the Notes surrendered upon time of such registration of transfer or exchange. Every Note presented If at any time the Depositary for the Certificates of a Series (or surrendered Class within such Series) notifies the Depositor that it is unwilling or unable to continue as Depositary for registration the Certificates of transfer such Series or exchange Class or if at any time the Depositary for the Certificates of such Series or Class shall no longer be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed byeligible under Section 5.9(b), the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge Depositor shall be made to appoint a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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 successor Depositary with respect to the NoteCertificates of such Series or Class. The Indenture Trustee (in any capacity) If a successor Depositary for the Certificates of such Series or Class is not appointed by the Depositor within 90 days after the Depositor receives such notice or becomes aware of such ineligibility, the Depositor's election pursuant to Section 5.1 shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law longer be effective with respect to the Certificates of such Series or Class and the Depositor will execute, and the Trustee, upon receipt of a Depositor Order for the authentication and delivery of individual Certificates of such Series or Class, will authenticate and deliver individual Certificates of such Series or Class in an aggregate Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the Global Security or Securities representing Certificates of such Series or Class in exchange for such Global Security or Securities. The Depositor may at any transfer time and in its sole discretion determine that individual Certificates of any interest Series (or Class within such Series) issued in any Note other than to require the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Depositor shall execute, and the Trustee, upon receipt of a Depositor Order for the authentication and delivery of individual Certificates of such certificates Series or Class, shall authenticate and other documentation deliver, individual Certificates of such Series or evidence Class in an aggregate Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the Global Security or Securities representing Certificates of such Series or Class in exchange for such Global Security or Securities. If specified by the Depositor pursuant to Section 5.1 with respect to a Series (or Class within such Series) of Certificates, the Depositary for such Series may surrender a Global Security for such Series or Class in exchange in whole or in part for individual Certificates of such Series or Class on such terms as are expressly required byacceptable to the Depositor and such Depositary. Thereupon, the Depositor shall execute, and to do so if the Trustee, upon receipt of a Depositor Order, shall authenticate and when expressly required by the terms ofdeliver, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.without service charge,

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity Issuer shall execute, execute and upon its request 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 Notes, in any authorized denominations, 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 any authorized denominations, of the same class 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, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity Issuer shall execute, execute and upon its request 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 Issuing EntityIssuer, 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 (i) 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 Holdxx'x xttorney duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”"Stamp") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.in

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity Issuer shall execute, execute and upon its request 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 Notes, in any authorized denominations, 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 any authorized denominations, of the same class 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, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity Issuer shall execute, execute and upon its request 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 Issuing EntityIssuer, 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 (i) 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”"Stamp") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMPStamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section section notwithstanding, the Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be is hereby appointed the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the such appointment of such Note Registrar and of the location, and any change in the such 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 NotesNotes until a replacement certificate is provided to it by the Note Registrar. Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met met, the Issuing Entity Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transfereestransferee, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holderrelated Noteholder, 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 such 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 met, the Issuing Entity Owner Trustee shall execute, and on behalf of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, Trustee the Notes which that the Noteholder making the such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Notestherewith, other than exchanges pursuant to Section Sections 2.03 or 9.06 9.05 not involving any transfer. 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 or church plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (a “Plan”), unless such transferee represents, warrants and covenants that its purchase and holding of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will satisfy the requirements of an applicable prohibited transaction exemption (or in the case of such governmental or church plan, will not cause a non-exempt violation of any applicable law that is substantially similar to ERISA or Section 4975 of the Code). 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 preceding provisions of this Section notwithstanding, the Issuing Entity Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes any Note (i) selected for redemption or of any Note (ii) for a period of 15 days preceding the due date for any payment with respect to the such Note. The Indenture Trustee (in All transfers or assignments of any capacity) shall have no obligation Note or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by shall be recorded in the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNote Register.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”"NOTE REGISTER") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be 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 Issuing Entity 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 Issuing Entity Issuer as the Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02SECTION 3.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 8-401 401(a) of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 's attorney duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 SECTIONS 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be is hereby appointed the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the such appointment of such Note Registrar and of the location, and any change in the such 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 NotesNotes until a replacement certificate is provided to it by the Note Registrar. Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met met, the Issuing Entity Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transfereestransferee, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holderrelated Noteholder, 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 such 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 met, the Issuing Entity Owner Trustee shall execute, and on behalf of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, Trustee the Notes which that the Noteholder making the such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Notestherewith, other than exchanges pursuant to Section Sections 2.03 or 9.06 9.05 not involving any transfer. 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 plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code, unless such transferee represents, warrants and covenants that its purchase and holding of such note is and will be eligible for, and satisfies and will satisfy all the requirements of, Department of Labor prohibited transaction class exemption (“PTE”) 90-1; PTE 96-23; PTE 95-60; PTE 91-38; PTE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental plan, will not violate any applicable law that is substantially similar to ERISA or Section 4975 of the Code) 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 relay conclusively on the same for purposes hereof. The preceding provisions of this Section notwithstanding, the Issuing Entity Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes any Note (i) selected for redemption or of any Note (ii) for a period of 15 days preceding the due date for any payment with respect to the such Note. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.