Common use of Persons Deemed Owners Clause in Contracts

Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, nor an agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Security Subordinated Note for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security Subordinated Note is registered in the Subordinated Note Register as the owner of such Security Subordinated Note for the purpose of receiving payment of principal of and any premium of, and (subject to Section 3.72.07 and Section 2.10) any interest on on, such Security Subordinated Note and for all other purposes whatsoever, whether or not any payment with respect to such Security Subordinated Note will be overdue, and neither the Company, the Trustee, nor an Trustee or any agent of the Company or the Trustee shall will be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of Subordinated Note held on its behalf by a Depositary or its nominee shall will have any rights under this Indenture with respect to such Global SecuritySubordinated Note, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security Subordinated Note for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Agent or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security Subordinated Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, nothing herein will prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have from giving effect to any responsibility written certification, proxy or liability for any acts or omissions of other authorization furnished by the Depositary applicable Depositary, as a Holder, with respect to a Global Subordinated Note or impair, as between such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global SecuritySubordinated Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as the Holder of such Global Subordinated Note.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustees and any agent of the Company or the Trustee Trustees may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of and any of, premium (if any) and (subject to Section 3.7Sections 3.05 and 3.07) any interest (if any) on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither none of the Company, the Trustee, nor an Trustees or any agent of the Company or the Trustee Trustees shall be affected by notice to the contrary. No holder Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustees and any agent of the Company or the Trustees may treat the bearer of any beneficial interest in Bearer Security and the bearer of any Global coupon as the absolute owner of such Security registered in or coupon for the name purpose of a Depositary receiving payment thereof or its nominee shall have any rights under this Indenture with respect to on account thereof and for all other purposes whatsoever, whether or not such Global SecuritySecurity or coupons be overdue, and such none of the Company, the Trustees or any agent of the Company or the Trustees shall be affected by notice to the contrary. The Depositary or nominee, as the case may be, for Securities may be treated by the Company, the TrusteeTrustees, and any agent of the Company or the Trustee Trustees as the owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the TrusteeTrustees, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security RegistrarTrustees, or any other agent of the Company or the Trustee shall be entitled Trustees, from giving effect to deal with the any written certification, proxy or other authorization furnished by any Depositary, and any nominee thereofas a Holder, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the TrusteeGuarantor, the Trustee and any agent of the Company or the Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of and of, any premium and (subject to Section Sections 3.5 and 3.7) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither none of the Company, the TrusteeGuarantor, nor an the Trustee or any agent of the Company Company, the Guarantor or the Trustee shall be affected by notice to the contrary. The Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and none of the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary. No holder Holder of any beneficial interest in any Global global Security registered in the name of held on its behalf by a Depositary or its nominee Depository shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, Depository may be treated by the Company, the Guarantor, the Trustee, and any agent of the Company Company, the Guarantor or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent None of the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyGuarantor, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of and of, any premium and (subject to Section Sections 3.5 and 3.7) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither none of the Company, the TrusteeTrustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. The Company, nor an the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder Holder of any beneficial interest in any Global global Security registered in the name of held on its behalf by a Depositary or its nominee Depository shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, Depository may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium premium, if any), and (subject to Section 3.7Sections 305 and 307) any interest on on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of Title to any beneficial interest in Bearer Security and any Global Security registered in the name of a Depositary or its nominee coupons appertaining thereto shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated pass by the delivery. The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Global Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Security or coupon be overdue, and neither the Company, the Trustee, or Trustee nor any agent of the Company or the Trustee from giving effect shall be affected by notice to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenturethe contrary. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a an Equity-Linked Security for registration of transfer, the Company, the Purchase Contract Agent and the Trustee, and any agent of the Company Company, the Purchase Contract Agent or the Trustee Trustee, may treat the Person in whose name such Equity-Linked Security is registered as the owner of such Security the Unit or Purchase Contract, as the case may be, evidenced thereby, for the purpose of receiving payment performance of principal of and any premium and (subject to Section 3.7) any interest on the Units or Purchase Contracts, as applicable, evidenced by such Security Equity-Linked Securities and for all other purposes whatsoever, whether or not such Security be overdue, and neither none of the Company, the Purchase Contract Agent nor the Trustee, nor an any agent of the Company or Company, the Trustee Purchase Contract Agent nor the Trustee, shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, with respect to any Global Unit or Global Purchase Contract, nothing in this Indenture contained herein shall prevent the Company, the TrusteePurchase Contract Agent, the Trustee or any agent of the Company Company, the Purchase Contract Agent or the Trustee Trustee, from giving effect to any written certification, proxy, proxy or other authorization furnished by the Depositary (or its nominee), as a Holder, with respect to such Global Unit or Global Purchase Contract or impair, as between such Depositary and the related Beneficial Holder, the operation of customary practices governing the exercise of rights of the Depositary (or its nominee) as Holder of such Global Unit or Global Purchase Contract. None of the Purchase Contract Agent, Trustee, the Paying Agent and the Security Registrar shall have any responsibility or obligation to any Beneficial Holder in a Global Security, an agent member or other Person with respect to the accuracy of the records of the Depositary or its nominee pursuant or of any agent member, with respect to any ownership interest in the Securities or with respect to the delivery to any agent member, Beneficial Holder or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture. Furthermore, none Agreement shall be given or made only to or upon the order of the Companyregistered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of Beneficial Holders in Global Securities shall be exercised only through the Depositary subject to the applicable procedures. The Purchase Contract Agent, the Trustee, the Paying Agent and the Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, DTC Participants and any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsBeneficial Holders. The CompanyPurchase Contract Agent, the Trustee, any the Paying Agent, Agent and the Security Registrar, or any other agent of the Company or the Trustee Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder Holder of any Global Security for all purposes of this Indenture Agreement relating to such Global Security (including the payment or delivery of principal, premium, if any, and interest and additional amounts, if any, amounts due hereunder and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Securityany Beneficial Holder) as the sole holder Holder of such Global Security and shall have no obligations to the beneficial owners Beneficial Holders thereof. None of the Purchase Contract Agent, the Trustee, the Paying Agent or and the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositaryDepositary, including records in respect of beneficial ownership interests in respect the Beneficial Holders of any such Global Security, for any transactions between the Depositary and any Depositary participant agent member or between or among the Depositary, any such Depositary participant agent member and/or any holder Holder or owner Beneficial Holder of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Purchase Contract Agent, the Trustee, or any agent of the Company, the Purchase Contract Agent or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and Beneficial Holders of such Global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such Global Security. None of the Purchase Contract Agent, the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Agreement or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among DTC Participants, members or Beneficial Holders in any Global Security) 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 Agreement, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Persons Deemed Owners. Prior to due presentment of a any Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7) interest and any interest other payments on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security shall be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Global Bearer Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Bearer Security or coupon be overdue, and neither the Company, the TrusteeTrustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. None of the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the Company or the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility Depositary (or liability for any acts or omissions of the Depositary its nominee), as a Holder, with respect to such Global SecuritySecurity in global form or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in such Security in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form. Unless otherwise provided with respect to any such Global SecuritySecurities pursuant to Section 3.1, the Company, the Guarantor, any other obligor upon any Securities and any Affiliate of any thereof may acquire, tender for, purchase, own, hold, become the pledgee of and otherwise deal with any Securities.

Persons Deemed Owners. Prior to due presentment of a Security Certificate for registration of transfer, the Company, NEE Capital and the TrusteePurchase Contract Agent, and any agent of the Company Company, NEE Capital or the Trustee Purchase Contract Agent, may treat the Person in whose name such Security Certificate is registered on the Security Register as the owner of such Security the Units evidenced thereby for the purpose purposes of receiving payment of principal of and any premium and (subject to Section 3.7any applicable record date) any interest on such Security payment or distribution with respect to the Applicable Ownership Interests in Debentures, or with respect to the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof), as applicable, payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoeverwhatsoever in connection with such Units, whether or not such Security payment, distribution or performance shall be overdueoverdue and notwithstanding any notice to the contrary, and neither the Company, NEE Capital nor the TrusteePurchase Contract Agent, nor an any agent of the Company Company, NEE Capital or the Trustee Purchase Contract Agent, shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, with respect to any Global Certificate, nothing in this Indenture herein shall prevent the Company, NEE Capital, the Trustee, Purchase Contract Agent or any agent of the Company Company, NEE Capital or the Trustee Purchase Contract Agent, from treating the Clearing Agency as the sole Holder of such Global Certificate or from giving effect to any written certification, proxy, proxy or other authorization furnished by a Depositary any Clearing Agency (or its nominee pursuant nominee), as a Holder, with respect to this Indenturesuch Global Certificate or impair, as between such Clearing Agency and owners of beneficial interests in such Global Certificate, the operation of customary practices governing the exercise of rights of such Clearing Agency (or its nominee) as Holder of such Global Certificate. Furthermore, none None of the Company, the Trustee, any Paying AgentNEE Capital, the Security Registrar, Purchase Contract Agent or any other agent of the Company Company, NEE Capital or the Trustee Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security Certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a any Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7) any interest on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Global Bearer Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Bearer Security or coupon be overdue, and neither the Company, the TrusteeTrustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. None of the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the Company or the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility Depository (or liability for any acts or omissions of the Depositary its nominee), as a Holder, with respect to such Global SecuritySecurity in global form or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary Depository and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global SecuritySecurity in global form, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as Holder of such Security in global form.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, any Guarantor, the Trustee, Trustee and any agent of the Company Company, any Guarantor, or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium or Make-Whole Amount, if any), and (subject to Section 3.7Sections 305 and 307) any interest on on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither none of the Company, any Guarantor, the Trustee, nor an Trustee or any agent of the Company Company, any Guarantor, or the Trustee shall be affected by notice to the contrary. No holder of Title to any beneficial interest in Bearer Security and any Global Security registered in the name of a Depositary or its nominee coupons appertaining thereto shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated pass by the delivery. The Company, any Guarantor, the Trustee, Trustee and any agent of the Company Company, any Guarantor, or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Global Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Security or coupon be overdue, and none of the Company, any Guarantor, the Trustee, Trustee or any agent of the Company Company, any Guarantor, or the Trustee from giving effect shall be affected by notice to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenturethe contrary. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, any Guarantor, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Company, any Guarantor, or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustees and any agent of the Company or the Trustee Trustees may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.7Sections 3.05 and 3.07) any interest interest, if any, on such Security and for all other purposes whatsoever (other than the payment of Additional Amounts, if any), whether or not such Security be overdue, and none of the Company, the Trustees or any agent of the Company or the Trustees shall be affected by notice to the contrary. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustees and any agent of the Company or the Trustees may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupons be overdue, and neither none of the Company, the Trustee, nor an Trustees or any agent of the Company or the Trustee Trustees shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the TrusteeTrustees, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security RegistrarTrustees, or any other agent of the Company or the Trustee shall be entitled Trustees, from giving effect to deal with the Depositaryany written certification, and proxy or other authorization furnished by any nominee thereofdepositary, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principalas a Holder, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the CompanyIssuer, the TrusteeGuarantor (if the Registered Security is a Guaranteed Security), the Trustee and any agent of the Company Issuer or the Guarantor (if the Registered Security is a Guaranteed Security) or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of and of, any premium and (subject to Section 3.7Sections 305 and 307) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither the CompanyIssuer, nor the Guarantor, the Trustee, nor an Trustee or any agent of the Company Issuer, the Guarantor or the Trustee shall be affected by notice to the contrary. The Issuer, the Guarantor (if the Bearer Security is a Guaranteed Security), the Trustee and any agent of the Issuer, the Guarantor (if the Bearer Security is a Guaranteed Security) or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and neither the Issuer, nor the Guarantor, the Trustee or any agent of the Issuer, the Guarantor or the Trustee shall be affected by notice to the contrary. No holder Holder of any beneficial interest in any Global global Security registered in the name of held on its behalf by a Depositary or its nominee Depository shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, Depository may be treated by the CompanyIssuer, the Trustee, and any agent of the Company Issuer, the Guarantor (if the global Security is a Guaranteed Security) or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding None of the foregoing, nothing in this Indenture shall prevent the CompanyIssuer, the Trustee, or any agent of Guarantor (if the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by global Security is a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyGuaranteed Security), the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a any Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7Sections 3.05 and 3.07) any interest on and Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Global Bearer Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Bearer Security or coupon be overdue, and neither the Company, the TrusteeTrustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. None of the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the Company or the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled Trustee, from giving effect to deal with the Depositaryany written certification, and proxy or other authorization furnished by any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security Depository (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Securityits nominee) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trusteea Holder, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global SecuritySecurity in global form or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary Depository and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global SecuritySecurity in global form, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as Holder of such Security in global form.

Persons Deemed Owners. Prior Unless otherwise provided pursuant to due presentment of a Security for registration of transferSection 301, the Company, any Guarantor, the Trustee, Trustee and any agent of the Company Company, any Guarantor or the Trustee may treat the Person in whose name such any Security of any series is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7309) any interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Company, any Guarantor, the Trustee nor any agent of the Company, any Guarantor or the Trustee shall be affected by notice to the contrary. Unless otherwise provided as contemplated by Section 301, the Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the Trustee may treat the bearer of any Bearer Security of any series and the bearer of any interest coupon as the absolute owner of such Bearer Security or interest coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Bearer Security or interest coupon be overdue, and neither the Company, any Guarantor, the Trustee, Trustee nor an any agent of the Company Company, the Guarantor or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of any series held on its behalf by a Depositary or its nominee of that series shall have any rights under this Indenture with respect to such Global SecuritySecurity of that series, and such Depositary or nominee, as the case may be, may be treated by the Company, any Guarantor, the Trustee, Trustee and any agent of the Company Company, any Guarantor or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture herein shall prevent the Company, any Guarantor, the Trustee, Trustee or any agent of the Company Company, any Guarantor or the Trustee from giving effect to any written certification, proxy, proxy or other authorization furnished by a the Depositary or its nominee pursuant to this Indenture. Furthermoreimpair, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers holders of beneficial interests in interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any such Global SecuritySecurity of any series.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustees and any agent of the Company or the Trustee Trustees may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.73.05 and Section 3.07) any interest interest, if any, on such Security and for all other purposes whatsoever (other than the payment of Additional Amounts, if any), whether or not such Security be overdue, and none of the Company, the Trustees or any agent of the Company or the Trustees shall be affected by notice to the contrary. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustees and any agent of the Company or the Trustees may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupons be overdue, and neither none of the Company, the Trustee, nor an Trustees or any agent of the Company or the Trustee Trustees shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a The Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, for Securities may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global global Security for all purposes whatsoeverwhatsoever (other than the payment of Additional Amounts, if any). Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the TrusteeTrustees, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security RegistrarTrustees, or any other agent of the Company or the Trustee shall be entitled Trustees, from giving effect to deal with the Depositaryany written certification, and proxy or other authorization furnished by any nominee thereofdepositary, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principalas a Holder, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.73.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder Owners of any beneficial interest interests in any the Securities evidenced by a Global Security registered in the name of a Depositary or its nominee shall have will not be entitled to any rights under this Indenture with respect to such Global Security, and such the Depositary or nominee, as the case may be, its nominee may be treated by the Company, Company and the Trustee, Trustee and any agent of the Company or the Trustee Trustee, as the owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, the Security Registrar, Trustee or any other agent of the Company or of the Trustee will shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The None of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or of the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability to any Person for any acts or omissions of the Depositary with or its nominee in respect to such of a Global Security, for the records of any such depositaryDepositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the such Depositary and any participant or indirect participant in such Depositary participant or between or among the such Depositary, any participant or indirect participant in such Depositary participant and/or any holder Holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or its nominee or impair, as between the Depositary or its nominee and such owners of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as Holder of any Global Security.

Persons Deemed Owners. Prior to due presentment of a Security Certificate for registration of transfer, the Company, Company and the TrusteePurchase Contract Agent, and any agent of the Company or the Trustee Purchase Contract Agent, may treat the Person in whose name such Security Certificate is registered as the owner of such Security the Units evidenced thereby for the purpose purposes of receiving payment of principal of and any premium and (subject to Section 3.7any applicable record date) any interest payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, on such Security the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interests in the Treasury Portfolio) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoeverwhatsoever in connection with such Units (subject to the proviso contained in clause (ii) of Section 3.06), whether or not such Security payment, distribution, or performance shall be overdueoverdue and notwithstanding any notice to the contrary, and neither the Company, Company nor the TrusteePurchase Contract Agent, nor an any agent of the Company or the Trustee Purchase Contract Agent, shall be affected by notice to the contrary. No holder None of the Purchase Contract Agent or the Securities Registrar shall have any beneficial interest responsibility or obligation to any Beneficial Owner in any Units represented by a Global Security registered in Certificate or other Person with respect to the name accuracy of a Depositary the records of the Depository or its nominee shall have or of any rights agent member, with respect to any ownership interest in the Units or with respect to the delivery to any agent member, Beneficial Owner or other Person (other than the Depository) of any notice or the payment of any amount, under this Indenture or with respect to such Global Security, Units. All notices and such Depositary communications to be given to the Holders and all payments to be made to Holders pursuant to the Units and this Agreement shall be given or nominee, as made only to or upon the order of the registered holders (which shall be the Depository or its nominee in the case may be, may of a Global Certificate). The rights of Beneficial Owners in the Units underlying a Global Certificate shall be treated exercised only through the Depository subject to its Applicable Procedures. The Purchase Contract Agent and the Securities Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the CompanyDepository with respect to its members, participants and any Beneficial Owners. The Purchase Contract Agent and the TrusteeSecurities Registrar shall be entitled to deal with the Depository, and any agent nominee thereof, that is the registered holder of any Global Certificate for all purposes of this Agreement relating to such Global Certificate (including the Company making of any payment or delivery hereunder and the Trustee giving of instructions or directions by or to the Beneficial Owner in any Units underlying such Global Certificate) as the owner sole Holder of such Global Security Certificate and shall have no obligations to the Beneficial Owners thereof (subject to the proviso contained in clause (ii) of Section 3.06). None of the Purchase Contract Agent or the Securities Registrar shall have any responsibility or liability for all purposes whatsoeverany acts or omissions of the Depository with respect to any Units underlying such Global Certificate, for the records of the Depository, including records in respect of beneficial ownership interests in respect of Units underlying such Global Certificate, for any transactions between the Depository and any agent member or between or among the Depository, any such agent member and/or any Holder or Beneficial Owner in any Units underlying such Global Certificate, or for any transfers of beneficial interests in any Units underlying such Global Certificate. Notwithstanding the foregoing, with respect to any Global Certificate, nothing in this Indenture contained herein shall prevent the Company, the Trustee, Purchase Contract Agent or any agent of the Company or the Trustee Purchase Contract Agent, from giving effect to any written certification, proxy, proxy or other authorization furnished by a Depositary the Depository (or its nominee pursuant nominee), as a Holder, with respect to this Indenturesuch Global Certificate, or impair, as between such Depository and the related Beneficial Owner, the operation of customary practices governing the exercise of rights of the Depository (or its nominee) as Holder of such Global Certificate. Furthermore, none None of the Company, the Trustee, any Paying Agent, the Security Registrar, Purchase Contract Agent or any other agent of the Company or the Trustee Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security Certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a any Registered Security for registration of transfer, the Company, the TrusteeGuarantors, the Trustee and any agent of the Company or the Trustee or the Guarantors may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7) any interest on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the TrusteeGuarantors, nor an agent of the Company or the Trustee nor any such agent shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the The Company, the TrusteeGuarantors, the Trustee and any agent of the Company or the Trustee or the Guarantors may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Global Bearer Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Bearer Security or coupon be overdue, and neither the Company, the TrusteeGuarantors, the Trustee nor any such agent shall be affected by notice to the contrary. None of the Company, the Guarantors, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will Guarantors shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the Company, the Guarantors, or the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have Guarantors, from giving effect to any responsibility written certification, proxy or liability for other authorization furnished by any acts Depositary (or omissions of the Depositary its nominee), as a Holder, with respect to such Global SecuritySecurity in global form or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global SecuritySecurity in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the TrusteeGuarantors, the Trustee and any agent of the Company Company, any Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of and of, any premium and (subject to Section 3.7Sections 305 and 307) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither none of the Company, the TrusteeGuarantors, nor an the Trustee or any agent of the Company Company, any Guarantor or the Trustee shall be affected by notice to the contrary. The Company, the Guarantors, the Trustee and any agent of the Company, any Guarantor or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and none of the Company, the Guarantors, the Trustee or any agent of the Company, any Guarantor or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global global Security registered in the name of held on its behalf by a Depositary or its nominee Depository shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, Depository may be treated by the Company, the Guarantors, the Trustee, and any agent of the Company or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent None of the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyGuarantors, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantors, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have from giving effect to any responsibility written certification, proxy or liability for any acts or omissions of other authorization furnished by the Depositary applicable Depository, as a Holder, with respect to a global Security or impair, as between such Global Security, for Depository and the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as the Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the CompanyOperating Partnership, any Guarantor, the Trustee, Trustee and any agent of the Company Operating Partnership, any Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of and of, any premium and (subject to Section 3.7Sections 305 and 307) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither none of the CompanyOperating Partnership, any Guarantor, the Trustee, nor an Trustee or any agent of the Company Operating Partnership, any Guarantor or the Trustee shall be affected by notice to the contrary. No holder owner of any beneficial interest in any Global global Security registered in the name of held on its behalf by a Depositary or its nominee Depository shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, Depository may be treated by the CompanyOperating Partnership, any Guarantor, the Trustee, Trustee and any agent of the Company Operating Partnership, any Guarantor or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding None of the foregoingOperating Partnership, nothing in this Indenture shall prevent the Companyany Guarantor, the Trustee, Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the TrusteeOperating Partnership, any Paying Agent, the Security Registrar, or any other agent of the Company Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, nothing herein shall prevent the Operating Partnership, any Guarantor, the Trustee, any Paying Agent, the Security Registrar, Trustee or any other agent of the Company Operating Partnership, any Guarantor or the Trustee shall be entitled from giving effect to deal with any written certification, proxy or other authorization furnished by the Depositaryapplicable Depository, and any nominee thereofas a Holder, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to a global Security or impair, as between such Global Security, for Depository and the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as the Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium or Make-Whole Amount, if any), and (subject to Section 3.7Sections 305 and 307) any interest on and Additional Amounts with respect to, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of Title to any beneficial interest in Bearer Security and any Global Security registered in the name of a Depositary or its nominee coupons appertaining thereto shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated pass by the delivery. The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Global Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Security or coupon be overdue, and neither the Company, the Trustee, or Trustee nor any agent of the Company or the Trustee from giving effect shall be affected by notice to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenturethe contrary. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depository, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depository and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depository (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium or Make-Whole Amount, if any), and (subject to Section 3.7Sections 305 and 307) any interest on on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither none of the Company, the Trustee, nor an Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of Title to any beneficial interest in Bearer Security and any Global Security registered in the name of a Depositary or its nominee coupons appertaining thereto shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated pass by the delivery. The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Global Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Security or coupon be overdue, and none of the Company, the Trustee, Trustee or any agent of the Company or the Trustee from giving effect shall be affected by notice to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenturethe contrary. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Company, or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary its participants and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the The Company, the Trustee, Trustee and any agent of the Company or the Trustee may deem and treat the Person in whose name any Registered Security shall be registered upon the Security Register for such Security is registered series as the absolute owner of such Security (notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7) any interest on 3.07), if such Registered Security is a Fully Registered Security, interest, if any, on, such Registered Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the The Company, the Trustee, and any agent of the Company or the Trustee may treat the Holder of any Unregistered Security as the absolute owner of such Global Security for the purposes of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoingwhatsoever whether or not such Security be overdue, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of and neither the Company, the Trustee, any Paying AgentAgent nor any Security Registrar shall be affected by notice to the contrary. All such payments so made to any Holder for the time being, or upon his order shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon such Security. None of the Trustee, the Security Registrar, or any other agent of the Company Paying Agent or the Trustee will Security Registrar shall have any responsibility or liability for obligation to any aspect beneficial owner in a Global Security, an agent member of the Depositary or other Person with respect to the accuracy of the records relating of the Depositary or its nominee or of any agent member of the Depositary, with respect to any ownership interest in the Securities or with respect to the delivery to any agent member of the Depositary, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or payments made on account upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial ownership interests owners in any such the Global Security or for maintaining, supervising or reviewing any records relating shall be exercised only through the Depositary subject to such beneficial ownership intereststhe applicable procedures. The CompanyTrustee, the Paying Agent and the Security Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, any the Paying Agent, Agent and the Security Registrar, or any other agent of the Company or the Trustee Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any agent member of the Depositary participant or between or among the Depositary, any such Depositary participant Agent Member and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and Holders of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of such Global Security.

Persons Deemed Owners. Prior The Trustee, the Paying Agent, the Transfer Agent, the Registrar, the Transferors and the Servicer and any agent of any of them may (a) prior to due presentment presentation of a Security Registered Certificate for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose name such Security any Registered Certificate is registered as the owner of such Security Registered Certificate for the purpose of receiving payment distributions pursuant to the terms of principal of and any premium and (subject to Section 3.7) any interest on such Security the applicable Supplement and for all other purposes whatsoever, whether and (b) treat the bearer of a Bearer Certificate or not Coupon as the owner of such Security be overdueBearer Certificate or Coupon for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever; and, and in any such case, neither the Company, the Trustee, the Paying Agent, the Transfer Agent, the Registrar, any Transferor, the Servicer nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary. No holder Notwithstanding the foregoing, in determining whether the Holders of the requisite Investor Certificates have given any beneficial interest in request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by any Global Security registered in Transferor, the name Servicer, any other Holder of a Depositary Transferor Certificate or its nominee any Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Certificates so owned which have any rights under this Indenture been pledged in good faith shall not be disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Global SecurityCertificates and that the pledgee is not the Transferor, and such Depositary the Servicer, any other Holder of a Transferor Certificate or nomineeany Affiliate thereof. None of the Transferor, as the case may be, may be treated by the CompanyServicer, the Trustee, and any agent of the Company Registrar or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security Book-Entry Certificates or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Securitythereto.

Persons Deemed Owners. Prior The Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may, prior to due presentment presentation of a Security Registered Certificate for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose name such Security any Registered Certificate is registered as the owner of such Security Registered Certificate for the purpose of receiving payment distributions pursuant to the terms of principal of and any premium and (subject to Section 3.7) any interest on such Security the applicable Supplement and for all other purposes whatsoever, whether or not such Security be overdue, and neither the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary. No Notwithstanding the foregoing, in determining whether the Holders of the requisite Investor Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by any of the Sellers, the Servicer, any other holder of a Sellers’ Certificate or any beneficial interest Affiliate thereof, and in any Global Security registered addition, in the name case of a Depositary such determination pursuant to Section 14.02(a) or its nominee 14.02(b), Investor Certificates owned by the Asset Representations Reviewer or any Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Certificates so owned which have any rights under this Indenture been pledged in good faith shall not be disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Global Security, Certificates and such Depositary or nominee, as that the case may be, may be treated by the Companypledgee is not any Seller, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the TrusteeServicer, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest Sellers’ Certificate or any Affiliate thereof, and in such Global Securitythe case of Section 14.02(a) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trusteeor 14.02(b), the Paying Agent pledgee is not the Asset Representations Reviewer or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global SecurityAffiliate thereof.

Persons Deemed Owners. Prior to due presentment of a Security Certificate for registration of transfer, the Company, Company and the TrusteePurchase Contract Agent, and any agent of the Company or the Trustee Purchase Contract Agent, may treat the Person in whose name such Security Certificate is registered as the owner of such Security the Units evidenced thereby for the purpose purposes of receiving payment of principal of and any premium and (subject to Section 3.7any applicable record date) any interest payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, on such Security the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interests in the Treasury Portfolio) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoeverwhatsoever in connection with such Units (subject to the proviso contained in clause (ii) of Section 3.06), whether or not such Security payment, distribution, or performance shall be overdueoverdue and notwithstanding any notice to the contrary, and neither the Company, Company nor the TrusteePurchase Contract Agent, nor an any agent of the Company or the Trustee Purchase Contract Agent, shall be affected by notice to the contrary. No holder None of the Purchase Contract Agent or the Securities Registrar shall have any beneficial interest responsibility or obligation to any Beneficial Owner in any Units represented by a Global Security registered in Certificate or other Person with respect to the name accuracy of a Depositary the records of the Depository or its nominee shall have or of any rights agent member, with respect to any ownership interest in the Units or with respect to the delivery to any agent member, Beneficial Owner or other Person (other than the Depository) of any notice or the payment of any amount, under this Indenture or with respect to such Global Security, Units. All notices and such Depositary communications to be given to the Holders and all payments to be made to Holders pursuant to the Units and this Agreement shall be given or nominee, as made only to or upon the order of the registered holders (which shall be the Depository or its nominee in the case may be, may of a Global Certificate). The rights of Beneficial Owners in the Units underlying a Global Certificate shall be treated exercised only through the Depository subject to its applicable procedures. The Purchase Contract Agent and the Securities Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the CompanyDepository with respect to its members, participants and any Beneficial Owners. The Purchase Contract Agent and the TrusteeSecurities Registrar shall be entitled to deal with the Depository, and any agent nominee thereof, that is the registered holder of any Global Certificate for all purposes of this Agreement relating to such Global Certificate (including the Company making of any payment or delivery hereunder and the Trustee giving of instructions or directions by or to the Beneficial Owner in any Units underlying such Global Certificate) as the owner sole Holder of such Global Security Certificate and shall have no obligations to the Beneficial Owners thereof (subject to the proviso contained in clause (ii) of Section 3.06). None of the Purchase Contract Agent or the Securities Registrar shall have any responsibility or liability for all purposes whatsoeverany acts or omissions of the Depository with respect to any Units underlying such Global Certificate, for the records of the Depository, including records in respect of beneficial ownership interests in respect of Units underlying such Global Certificate, for any transactions between the Depository and any agent member or between or among the Depository, any such agent member and/or any Holder or Beneficial Owner in any Units underlying such Global Certificate, or for any transfers of beneficial interests in any Units underlying such Global Certificate. Notwithstanding the foregoing, with respect to any Global Certificate, nothing in this Indenture contained herein shall prevent the Company, the Trustee, Purchase Contract Agent or any agent of the Company or the Trustee Purchase Contract Agent, from giving effect to any written certification, proxy, proxy or other authorization furnished by a Depositary the Depository (or its nominee pursuant nominee), as a Holder, with respect to this Indenturesuch Global Certificate, or impair, as between such Depository and the related Beneficial Owner, the operation of customary practices governing the exercise of rights of the Depository (or its nominee) as Holder of such Global Certificate. Furthermore, none None of the Company, the Trustee, any Paying Agent, the Security Registrar, Purchase Contract Agent or any other agent of the Company or the Trustee Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security Certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the CompanyIssuer, the TrusteeGuarantor (if applicable), the Trustee and any agent of the Company Issuer, the Guarantor (if applicable) or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium premium, if any), and (subject to Section 3.7Sections 305 and 307) any interest on on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the CompanyIssuer, the TrusteeGuarantor (if applicable), the Trustee nor an any agent of the Company Issuer, the Guarantor (if applicable) or the Trustee shall be affected by notice to the contrary. No holder of Title to any beneficial interest in Bearer Security and any Global Security registered in the name of a Depositary or its nominee coupons appertaining thereto shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated pass by the Companydelivery. The Issuer, the TrusteeGuarantor (if applicable), the Trustee and any agent of the Company Issuer, the Guarantor (if applicable) or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Global Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding , whether or not such Security or coupon be overdue, and neither the foregoing, nothing in this Indenture shall prevent the CompanyIssuer, the TrusteeGuarantor (if applicable), or the Trustee nor any agent of the Company Issuer, the Guarantor (if applicable) or the Trustee from giving effect shall be affected by notice to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenturethe contrary. Furthermore, none None of the CompanyIssuer, the Guarantor (if applicable), the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Guarantor (if applicable), the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Issuer, the Guarantor (if applicable) or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a --------------------- Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium or Make-Whole Amount, if any, on) and (subject to Section 3.7Sections 305 and 307) any interest and Additional Amounts, if any, on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of Title to any beneficial interest in Bearer Security and any Global Security registered in the name of a Depositary or its nominee coupons shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated pass by the delivery. The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Global Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Security or coupon be overdue, and neither the Company, the Trustee, or Trustee nor any agent of the Company or the Trustee from giving effect shall be affected by notice to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenturethe contrary. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee will Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior The Trustee, the Transfer Agent and Registrar and any agent of any of them may (a) prior to due presentment presentation of a Security Registered Certificate for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person or Persons in whose name such Security any Registered Certificate is registered as the owner of such Security Registered Certificate for the purpose of receiving payment distributions pursuant to the terms of principal of and any premium and (subject to Section 3.7) any interest on such Security the applicable Supplement and for all other purposes whatsoever, whether and (b) treat the bearer of a Bearer Certificate or not Coupon as the owner of such Security be overdueBearer Certificate or Coupon for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever; and, and in any such case, neither the Company, the Trustee, the Transfer Agent and Registrar nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary. No Notwithstanding the foregoing, in determining whether the Holders of the requisite Investor Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Seller, the Servicer, any other holder of a Seller's Certificate or any beneficial interest Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any Global Security registered such request, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Certificates so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding if the name pledgee establishes to the satisfaction of a Depositary or its nominee shall have any rights under this Indenture the Trustee the pledgee's right so to act with respect to such Global Security, Certificates and such Depositary or nominee, as that the case may be, may be treated by pledgee is not the CompanySeller, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the TrusteeServicer, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners Seller's Certificate or any Affiliate thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior Unless otherwise provided as contemplated by Section 3.1, prior to due presentment of a any Registered Security for registration of transfer, the Company, the TrusteeGuarantors, the Trustee and any agent of the Company Company, any Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7) any interest on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, any Guarantor, the Trustee, Trustee nor an any agent of the Company Company, any Guarantor or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global SecurityUnless otherwise provided as contemplated by Section 3.1, and such Depositary or nominee, as the case may be, may be treated by the Company, the TrusteeGuarantors, the Trustee and any agent of the Company Company, any Guarantor or the Trustee may treat the bearer of any Bearer Security and the bearer of any interest coupon as the absolute owner of such Global Bearer Security or interest coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Bearer Security or interest coupon be overdue, and neither the Company, the TrusteeGuarantors, the Trustee nor any agent of the Company, any Guarantor or the Trustee shall be affected by notice to the contrary. None of the Company, the Guarantors, the Trustee or any agent of the Company Company, any Guarantor or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered No holder of any beneficial interest in any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principalSecurity, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions held on its behalf by or to the owner or holder of through a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the TrusteeDepositary, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Guarantors, the Trustee and any agent of the Company, any Guarantor or the Trustee as the owner of such Global Security for the records of all purposes whatsoever. With respect to any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for nothing herein shall prevent the Company, the Guarantors or the Trustee, or any transactions agent of the Company, any Guarantor or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or impair, as between the such Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner owners of a beneficial interest interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or for any transfers its nominee) as Holder of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior The Trustee, the Paying Agent, the Transfer Agent, the Registrar, the Transferors and the Servicer and any agent of any of them may (a) prior to due presentment presentation of a Security Registered Certificate for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose name such Security any Registered Certificate is registered as the owner of such Security Registered Certificate for the purpose of receiving payment distributions pursuant to the terms of principal of and any premium and (subject to Section 3.7) any interest on such Security the applicable Supplement and for all other purposes whatsoever, whether and (b) treat the bearer of a Bearer Certificate or not Coupon as the owner of such Security be overdueBearer Certificate or Coupon for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever; and, and in any such case, neither the Company, the Trustee, the Paying Agent, the Transfer Agent, the Registrar, any Transferor, the Servicer nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary. No holder Notwithstanding the foregoing, in determining whether the Holders of the requisite Investor Certificates have given any beneficial interest in request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by any Global Security registered in Transferor, the name Servicer, any other Holder of a Depositary Transferor Certificate or its nominee any Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Certificates so owned which have any rights under this Indenture been pledged in good faith shall not be disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Global SecurityCertificates and that the pledgee is not the Transferor, and such Depositary the Servicer, any other Holder of a Transferor Certificate or nomineeany Affiliate thereof. None of the Transferor, as the case may be, may be treated by the CompanyServicer, the Trustee, and any agent of the Company Registrar or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security Book-Entry Certificates or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Securitythereto.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Indenture Trustee and any agent of the Company or the Indenture Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.7Sections 3.05 and 3.07) any interest on on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Indenture Trustee nor an any agent of the Company or the Indenture Trustee shall be affected by notice to the contrary. All such payments so made to any such Person, or upon such Person's order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Security. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Indenture Trustee and any agent of the Company or the Indenture Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Indenture Trustee nor any agent of the Company or the Indenture Trustee shall be affected by notice to the contrary. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Indenture Trustee and any agent of the Company or the Indenture Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Indenture Trustee, nor any agent of the Company or the Indenture Trustee shall be affected by notice to the contrary. No holder Holder of any beneficial interest in any Global Security registered in the name of held on its behalf by a Depositary or its nominee depository shall have any rights under this Indenture with respect to such Global Security, Security and such Depositary or nominee, as the case may be, may depository shall be treated by the Company, the Indenture Trustee, and any agent of the Company or the Indenture Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Indenture Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Indenture Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depository, as a Holder, with respect to such Global SecuritySecurity or impair, for the records of any as between such depositary, including records in respect depository and owners of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, the operation of customary practices governing the exercise of the rights of such depository (or for any transfers its nominee) as Holder of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior Unless otherwise provided as contemplated by Section 3.1, prior to due presentment of a any Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7) any interest on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global SecurityUnless otherwise provided as contemplated by Section 3.1, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any interest coupon as the absolute owner of such Global Bearer Security or interest coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Bearer Security or interest coupon be overdue, and neither the Company, the TrusteeTrustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. None of the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The No holder of any beneficial interest in any Security in global form, held on its behalf by or through a Depositary, shall have any rights under this Indenture with respect to such Security in global form, and such Depositary may be treated by the Company, the Trustee, Trustee and any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with as the Depositary, and any nominee thereof, that is the registered holder owner of any Global such Security in global form for all purposes of this Indenture relating whatsoever. With respect to such Global any Security (including in global form, nothing herein shall prevent the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions Company or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, or any agent of the Paying Agent Company or the Security Registrar shall have Trustee, from giving effect to any responsibility written certification, proxy or liability for other authorization furnished by any acts Depositary (or omissions of the Depositary its nominee), as a Holder, with respect to such Global SecuritySecurity in global form or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global SecuritySecurity in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form.

Persons Deemed Owners. Prior to due presentment of a Security for registration of transferThe Depositor, the CompanyTrustee and the Administrative Agent, the Trusteeif any, and any agent of the Company Depositor, the Trustee or the Trustee Administrative Agent, if any, may treat the Person in whose name such Security any Certificate is registered as the owner of such Security Certificate for the purpose of receiving payment distributions of principal of (and any premium premium, if any) and (subject to Section 3.75.6) any interest interest, if any, on such Security Certificate and for all other purposes whatsoever, whether or not such Security Certificate be overdue, and neither the CompanyDepositor, the Trustee, the Administrative Agent, if any, nor an any agent of the Company or Depositor, the Trustee nor the Administrative Agent, if any, shall be affected by notice to the contrary. No holder All distributions made to any Holder, or upon his order, shall be valid, and, to the extent of any beneficial interest in any Global Security registered in the name sum or sums paid, effectual to satisfy and discharge the liability for moneys distributable upon such Certificate. None of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the CompanyDepositor, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoingAdministrative Agent, nothing in this Indenture shall prevent the Company, the Trusteeif any, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee their agents will have any responsibility or liability for any aspect of the records relating to or payments distributions made on account of beneficial ownership interests in any such a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyIn connection with any notice or other communication to be provided to Holders pursuant to this Agreement by the Trustee with respect to any consent or other action to be taken by Holders, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with establish a record date for such consent or other action and in the Depositarycase of Global Certificates, and any nominee thereof, that is give the registered holder Depository notice of any Global Security for all purposes such record date not less than 15 calendar days in advance of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or record date to the owner or holder extent possible. Such record date shall be the later of a beneficial ownership interest in such Global Securitythirty (30) as days prior to the sole holder first solicitation of such Global Security and shall have no obligations consent or other action or the date of the most recent list of Holders furnished to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect Trustee pursuant to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global SecuritySection 3.19 hereof.

Persons Deemed Owners. Prior to due presentment presentation of a Security Certificate for registration of transfer, the CompanyTrustee, the TrusteeTransferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and any agent of the Company or the Trustee any of them may treat the Person in whose name such Security is registered a Certificateholder as the owner of such Security the related Certificate for the purpose of receiving payment of principal of and distributions pursuant to Article V (as described in any premium and (subject to Section 3.7Supplement) any interest on such Security and for all other purposes whatsoever, and neither the Trustee, the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary; provided, however, that in determining whether the holders of Investor Certificates evidencing the requisite Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Investor Certificates owned by the Transferor, the Servicer or any Affiliate thereof, and in addition, in the case of such determination pursuant to subsection 14.02(a) or 14.02(b), Investor Certificates owned by BANA, the Asset Representations Reviewer or any Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such Security request, demand, authorization, direction, notice, consent or waiver, only Investor Certificates which a Responsible Officer in the Corporate Trust Office of the Trustee knows to be overdueso owned shall be so disregarded. Investor Certificates so owned that have been pledged in good faith shall not be disregarded as outstanding, if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Investor Certificates and that the pledgee is not the Transferor, the Servicer or an Affiliate thereof, and in addition, in the case of subsection 14.02(a) or 14.02(b), the pledgee is not BANA, the Asset Representations Reviewer or any Affiliate thereof. In the case of a Bearer Certificate, the Trustee, the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may treat the holder of a Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the purpose of receiving distributions pursuant to Article IV and Article XII and for all other purposes whatsoever, and neither the CompanyTrustee, the TrusteeTransferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary. No holder Certificates so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding, if the pledgee establishes to the satisfaction of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture Trustee the pledgee’s right so to act with respect to such Global Security, Investor Certificates and such Depositary or nominee, as that the case may be, may be treated by pledgee is not the CompanyTransferor, the Trustee, and any agent of the Company Servicer or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee an Affiliate thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment presentation of a Security Certificate for registration of transfer, the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar and any agent of the Company or the Trustee any of them may treat the Person in whose name such Security any Certificate is registered as the owner of such Security Certificate for the purpose of receiving payment of principal of and distributions pursuant to Article V (as described in any premium and (subject to Section 3.7Supplement) any interest on such Security and for all other purposes whatsoever, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary; provided, however, that in determining whether the holders of Investor Certificates evidencing the requisite Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, unless otherwise expressly specified herein or in the related Supplement, Investor Certificates owned by the Transferor, the Servicer or any Affiliate thereof shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such Security request, demand, authorization, direction, notice, consent or waiver, only Investor Certificates which a Responsible Officer in the Corporate Trust Office of the Trustee knows to be overdueso owned shall be so disregarded. Investor Certificates so owned that have been pledged in good faith shall not be disregarded as outstanding, if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Investor Certificates and that the pledgee is not the Transferor, the Servicer or an Affiliate thereof. In the case of a Bearer Certificate, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may treat the holder of a Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the purpose of receiving distributions pursuant to Article IV and Article XII and for all other purposes whatsoever, and neither the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary. No holder Certificates so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding, if the pledgee establishes to the satisfaction of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture Trustee the pledgee's right so to act with respect to such Global Security, Investor Certificates and such Depositary or nominee, as that the case may be, may be treated by pledgee is not the CompanyTransferor, the Trustee, and any agent of the Company Servicer or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee an Affiliate thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium premium, if any), and (subject to Section Sections 3.5 and 3.7) any interest on on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the TrusteeTrustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. All such payments so made to any such Person, or upon such Person's order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Security. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of held on its behalf by a Depositary or its nominee depositary shall have any rights under this Indenture with respect to such Global Security, Security and such Depositary depositary (or its nominee, as the case may be, may ) shall be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility depositary (or liability for any acts or omissions of the Depositary its nominee), as a Holder, with respect to such Global SecuritySecurity or impair, for the records of any as between such depositary, including records in respect depositary and owners of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, the operation of customary practices governing the exercise of the rights of such depositary (or for any transfers its nominee) as Holder of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, prior to due presentment of a Security for registration of transfer, the CompanyPartnership, the TrusteeTrustee and, if applicable, the Guarantors and any agent of the Company or the Trustee thereof may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.5 and Section 3.7) any interest on such Security and for all other purposes whatsoever, regardless of whether or not such Security be overdue, and neither none of the CompanyPartnership, the TrusteeTrustee nor, if applicable, the Guarantors nor an any agent of the Company or the Trustee any of them shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of held on its behalf by a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the CompanyPartnership, the Trustee, and, if applicable, the Guarantors and any agent of the Company or the Trustee thereof as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, an agent member or other Person with respect to the accuracy of the Company or records of the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant or of any agent member, with respect to any ownership interest in the Securities or with respect to the delivery to any agent member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Security Holders and all payments to be made to Security Holders under the Securities and this Indenture. Furthermore, none Indenture shall be given or made only to or upon the order of the Companyregistered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Trustee, the Paying Agent and the Security Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, any the Paying Agent, Agent and the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositaryDepositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant Agent Member or between or among the Depositary, any such Depositary participant Agent Member and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Partnership, the Trustee, or any agent of the Partnership or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, any Guarantor, the Trustee, Trustee and any agent of the Company Company, any Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of and of, any premium and (subject to Section 3.7Sections 305 and 307) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither none of the Company, any Guarantor, the Trustee, nor an Trustee or any agent of the Company Company, any Guarantor or the Trustee shall be affected by notice to the contrary. No holder owner of any beneficial interest in any Global global Security registered in the name of held on its behalf by a Depositary or its nominee Depository shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, Depository may be treated by the Company, any Guarantor, the Trustee, Trustee and any agent of the Company Company, any Guarantor or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent None of the Company, any Guarantor, the Trustee, Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any Paying AgentGuarantor, the Security Registrar, Trustee or any other agent of the Company Company, any Guarantor or the Trustee shall be entitled from giving effect to deal with any written certification, proxy or other authorization furnished by the Depositaryapplicable Depository, and any nominee thereofas a Holder, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to a global Security or impair, as between such Global Security, for Depository and the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as the Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the CompanyIssuer, the Trustee, Trustee and any agent of the Company Issuer or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium or Make-Whole Amount, if any), and (subject to Section 3.7Sections 305 and 307) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the CompanyIssuer, the Trustee, Trustee nor an any agent of the Company Issuer or the Trustee shall be affected by notice to the contrary. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving any payment with respect to payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or coupon be overdue, and neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary. No holder Holder of any beneficial interest in any Global global Security registered in the name of held on its behalf by a Depositary or its nominee depositary shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, depositary may be treated by the CompanyIssuer, the Trustee, and any agent of the Company Issuer or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent None of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyIssuer, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Issuer or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the CompanyOperating Partnership, the TrusteeGuarantor, the Trustee and any agent of the Company Operating Partnership, the Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of and of, any premium and (subject to Section 3.7Sections 305 and 307) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither none of the CompanyOperating Partnership, the TrusteeGuarantor, nor an the Trustee or any agent of the Company Operating Partnership, the Guarantor or the Trustee shall be affected by notice to the contrary. The Operating Partnership, the Guarantor, the Trustee and any agent of the Operating Partnership, the Guarantor or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and none of the Operating Partnership, the Guarantor, the Trustee or any agent of the Operating Partnership, the Guarantor or the Trustee shall be affected by notice to the contrary. No holder owner of any beneficial interest in any Global global Security registered in the name of held on its behalf by a Depositary or its nominee Depository shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, Depository may be treated by the CompanyOperating Partnership, the TrusteeGuarantor, the Trustee and any agent of the Company Operating Partnership, the Guarantor or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding None of the foregoing, nothing in this Indenture shall prevent the CompanyOperating Partnership, the TrusteeGuarantor, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyOperating Partnership, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, nothing herein shall prevent the Operating Partnership, the Trustee, any Paying AgentGuarantor, the Security Registrar, Trustee or any other agent of the Company Operating Partnership, the Guarantor or the Trustee shall be entitled from giving effect to deal with any written certification, proxy or other authorization furnished by the Depositaryapplicable Depository, and any nominee thereofas a Holder, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to a global Security or impair, as between such Global Security, for Depository and the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as the Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a any Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7) any interest interest, if any, on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder The Company, the Trustee and an agent of the Company or the Trustee may treat the bearer of any beneficial interest in Bearer Security and the bearer of any Global coupon as the absolute owner of such Bearer Security registered in or coupon for the name purpose of a Depositary receiving payment thereof or its nominee shall have any rights under this Indenture with respect to on account thereof and for all other purposes whatsoever, whether or not such Global SecurityBearer Security or coupon be overdue, and such Depositary or nominee, as the case may be, may be treated by neither the Company, the Trustee, and Trustee nor any agent of the Company or the Trustee as shall be affected by notice to the owner contrary. None of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the Company or the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled Trustee, from giving effect to deal with the Depositaryany written certification, and proxy or other authorization furnished by any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security Depositary (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Securityits nominee) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trusteea Holder, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global SecuritySecurity in global form or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global SecuritySecurity in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form.

Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the CompanyCorporation, the Trustee, Trustee and any agent of the Company Corporation or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.7Sections 305 and 307) any interest interest, if any, on such Security and for all other purposes whatsoeverwhatsoever (except for determining whether the payment of Additional Amounts is required), whether or not such Security be overdue, and neither none of the CompanyCorporation, the Trustee, nor an Trustee or any agent of the Company Corporation or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a The Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, for Securities may be treated by the CompanyCorporation, the Trustee, and any agent of the Company Corporation or the Trustee as the owner of such Global global Security for all purposes whatsoeverwhatsoever (except for determining whether the payment of Additional Amounts is required). Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent None of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyCorporation, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding anything to the contrary in this Indenture, the Depositary or its nominee, as a Holder of a global Security, may grant proxies and otherwise authorize any Person (including owners of beneficial interests in the Securities) to take any action that the Depositary or its nominee, as a Holder of a global Security, is entitled to take under this Indenture or the Securities, provided further that, with respect to any global Security, nothing herein shall prevent the Corporation, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Corporation or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary Depositary, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment presentation of a Security Certificate for registration of transfer, the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar and any agent of the Company or the Trustee any of them may treat the Person in whose name such Security is registered a Certificateholder as the owner of such Security the related Certificate for the purpose of receiving payment of principal of and distributions pursuant to Article V (as described in any premium and (subject to Section 3.7Supplement) any interest on such Security and for all other purposes whatsoever, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary; provided, however, that in determining whether the holders of Investor Certificates evidencing the requisite Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Investor Certificates owned by the Transferor, the Servicer or any Affiliate thereof shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such Security request, demand, authorization, direction, notice, consent or waiver, only Investor Certificates which a Responsible Officer in the Corporate Trust Office of the Trustee knows to be overdueso owned shall be so disregarded. Investor Certificates so owned that have been pledged in good faith shall not be disregarded as outstanding, if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Investor Certificates and that the pledgee is not the Transferor, the Servicer or an Affiliate thereof. In the case of a Bearer Certificate, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may treat the holder of a Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the purpose of receiving distributions pursuant to Article IV and Article XII and for all other purposes whatsoever, and neither the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary. No holder Certificates so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding, if the pledgee establishes to the satisfaction of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture Trustee the pledgee’s right so to act with respect to such Global Security, Investor Certificates and such Depositary or nominee, as that the case may be, may be treated by pledgee is not the CompanyTransferor, the Trustee, and any agent of the Company Servicer or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee an Affiliate thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior Title to due presentment any Bearer Security or Coupon shall pass by delivery. The Company, the Guarantor, the Trustee, the Paying Agent and any other agent of a Security for registration of transfer, the Company, the TrusteeGuarantor, and any agent of the Company Trustee or the Trustee Paying Agent may treat the Person in whose name such bearer of any Bearer Security is registered or the temporary global Bearer Security and the bearer of any Coupon as the absolute owner of such Security or Coupon, as the case may be, for the purpose of receiving payment of principal of and any premium and (subject to Section 3.7) any interest thereof or on such Security account thereof and for all other purposes whatsoever, whether or not such Security or Coupon be overdue, and neither the Company, the Guarantor, the Trustee, the Paying Agent nor an any other agent of the Company Company, the Guarantor, the Trustee or the Paying Agent shall be affected by notice to the contrary. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee shall treat the Person in whose name such Registered Security is registered in the Security Register as the absolute owner of such Registered Security for the purpose of receiving payment of principal of, any premium and (subject to Sections 305 and 307) interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global global Security registered in the name of held on its behalf by a Depositary or its nominee Depository shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, Depository may be treated by the Company, the Guarantor, the Trustee, and any agent of the Company Company, the Guarantor or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent None of the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyGuarantor, the Trustee, any Paying Agent, any Conversion Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the CompanyCorporation, the Trustee, Trustee and any agent of the Company Corporation or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.7307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the CompanyCorporation, the Trustee, Trustee nor an any agent of the Company Corporation or the Trustee shall be affected by notice to the contrary. No holder None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial interest owner in any a Global Security registered in Security, a Depositary participant or other Person with respect to the name accuracy of a the records of the Depositary or its nominee shall have or of any rights Depositary participant, with respect to any ownership interest in the Securities or with respect to the delivery to any Depositary participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under this Indenture or with respect to such Global Security, Securities. All notices and such Depositary or nominee, as communications to be given to the case may be, may Holders and all payments to be treated by made to Holders under the Company, the Trustee, Securities and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent be given or made only to or upon the Company, the Trustee, or any agent order of the Company or registered holders (which shall be the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none in the case of the CompanyGlobal Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Trustee, the Paying Agent and the Security Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, any the Paying Agent, Agent and the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Corporation, the Trustee, or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the TrusteeGuarantor (if a Guarantee is endorsed on such Registered Security), the Trustee and any agent of the Company Company, the Guarantor (if a Guarantee is endorsed on such Registered Security), or the Trustee may treat the Person in whose name such Registered Security is registered as the absolute owner of such Registered Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.7Sections 305 and 307) any interest interest, if any, on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither none of the Company, the TrusteeGuarantor (if a Guarantee is endorsed on such Registered Security), the Trustee nor an any agent of the Company Company, the Guarantor (if a Guarantee is endorsed on such Registered Security), or the Trustee shall be affected by notice to the contrary. No holder of Title to any beneficial interest in Bearer Security and any Global Security registered in the name of a Depositary or its nominee coupons appertaining thereto shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated pass by the delivery. The Company, the TrusteeGuarantor (if a Guarantee is endorsed on such Bearer Security), the Trustee and any agent of the Company Company, the Guarantor (if a Guarantee is endorsed on such Bearer Security), or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Global Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Companywhether or not such Security or coupon be overdue, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, and none of the Company, the Guarantor (if a Guarantee is endorsed on such Bearer Security), the Trustee nor any agent of the Company, the Guarantor (if a Guarantee is endorsed on such Bearer Security), or the Trustee shall be affected by notice to the contrary. None of the Company, the Guarantor, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global temporary or permanent Security, nothing herein shall prevent the Company, the Guarantor, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Company, the Guarantor or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Common Depositary or a U.S. Depositary, as the Paying Agent case may be, or the Security Registrar shall have any responsibility impair, as between a Common Depositary or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the a U.S. Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers Holders of beneficial interests in any such Global temporary or permanent global Security, the operation of customary practices governing the exercise of the rights of the Common Depositary or the U.S. Depositary as Holder of such temporary or permanent global Security.

Persons Deemed Owners. Prior to due presentment presentation of a Security Certificate for registration of transfer, the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar and any agent of the Company or the Trustee any of them may treat the Person in whose name such Security any Certificate is registered as the owner of such Security Certificate for the purpose of receiving payment of principal of and distributions pursuant to Article V (as described in any premium and (subject to Section 3.7Supplement) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary; provided that in determining whether the holders of Investor Certificates evidencing the requisite Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Investor Certificates owned by Transferor, Servicer or any Affiliate thereof shall be disregarded and deemed not to be outstanding, except that, in determining whether Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Investor Certificates which a Responsible Officer knows to be so owned shall be so disregarded. No holder Investor Certificates so owned that have been pledged in good faith shall not be disregarded as outstanding, if the pledgee establishes to the satisfaction of any beneficial interest in any Global Security registered in Trustee the name of a Depositary or its nominee shall have any rights under this Indenture pledgee's right so to act with respect to such Global SecurityInvestor Certificates and that the pledgee is not Transferor, and such Depositary Servicer or nominee, as an Affiliate thereof. In the case may beof a Bearer Certificate, may be treated by the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar and any agent of any of them may treat the Company bearer of a Bearer Certificate or the Trustee Coupon as the owner of such Global Security Bearer Certificate or Coupon for the purpose of receiving distributions pursuant to Article IV and Article XII and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Companyand neither Trustee, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or Transfer Agent and Registrar nor any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee them shall be entitled to deal with the Depositary, and affected by any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or notice to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Securitycontrary.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium premium, if any), and (subject to Section 3.7Sections 305 and 307) any interest on on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the TrusteeTrustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. All such payments so made to any such Person, or upon such Person's order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Security. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder Holder of any beneficial interest in any Global Security registered in the name of held on its behalf by a Depositary or its nominee depositary shall have any rights under this Indenture with respect to such Global Security, Security and such Depositary or nominee, as the case may be, may depositary shall be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global SecuritySecurity or impair, for the records of any as between such depositary, including records in respect depositary and owners of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, the operation of customary practices governing the exercise of the rights of such depositary (or for any transfers its nominee) as Holder of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Debt Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Debt Security is registered in the Security Register as the owner of such Debt Security for the purpose of receiving payment of principal of and any premium and (of, and, subject to Section 3.7) any the provisions herein, interest on on, such Debt Security and for all other purposes whatsoever, whether or not any payment with respect to such Debt Security will be overdue, and neither the Company, the Trustee, nor an Trustee or any agent of the Company or the Trustee shall will be affected by notice to the contrary. No holder of any beneficial interest in any Global Debt Security registered in the name of held on its behalf by a Depositary or its nominee shall will have any rights under this Indenture with respect to such Global Debt Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Debt Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Agent or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Debt Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, nothing herein will (i) prevent the Company, the Trustee, any Paying AgentAgent or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the applicable Depositary, as a Holder, with respect to a Global Debt Security or (ii) impair, as between such Depositary and the owners of beneficial interests in such Global Debt Security, the Security Registraroperation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as the Holder of such Global Debt Security. The Company, or the Trustee, and any other agent of the Company or the Trustee shall be entitled to deal with may treat the Depositary, and any nominee thereof, that is the registered holder bearer of any Global Bearer Security and the bearer of any Coupon as the owner of such Bearer Security or Coupon for the purpose of receiving payment of principal of, and, subject to the provisions herein, interest on, such Bearer Security and for all other purposes of this Indenture relating to such Global Security (including the whatsoever, whether or not any payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global SecurityDebt Security will be overdue, for and neither the records Company, the Trustee or any agent of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant Company or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global SecurityTrustee will be affected by notice to the contrary.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium premium, if any), and (subject to Section 3.7Sections 3.05 and 3.07) any interest on on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the TrusteeTrustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. All such payments so made to any such Person, or upon such Person's order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Security. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder Holder of any beneficial interest in any Global Security registered in the name of held on its behalf by a Depositary or its nominee depositary shall have any rights under this Indenture with respect to such Global Security, Security and such Depositary or nominee, as the case may be, may depositary shall be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global SecuritySecurity or impair, for the records of any as between such depositary, including records in respect depositary and owners of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, the operation of customary practices governing the exercise of the rights of such depositary (or for any transfers its nominee) as Holder of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the CompanyPartnership or the Guarantor (if such Registered Security is a Guaranteed Security), the Trustee, Trustee and any agent of the Company Partnership or the Guarantor (if such Registered Security is a Guaranteed Security) or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium or Make-Whole Amount, if any), and (subject to Section 3.7Sections 305 and 307) any interest on on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the CompanyPartnership, the TrusteeGuarantor (if such Registered Security is a Guaranteed Security), the Trustee nor an any agent of the Company Partnership, the Guarantor (if such Registered Security is a Guaranteed Security) or the Trustee shall be affected by notice to the contrary. All such payments so made to any such Person, or upon such Person's order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Security. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Partnership, the Guarantor (if the Registered Security is a Guaranteed Security) the Trustee and any agent of the Partnership, the Guarantor (if the Registered Security is a Guaranteed Security) or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Partnership, the Guarantor (if the Registered Security is a Guaranteed Security), the Trustee nor any agent of the Partnership, the Guarantor (if the Registered Security is a Guaranteed Security) or the Trustee shall be affected by notice to the contrary. No holder Holder of any beneficial interest in any Global Security registered in the name of held on its behalf by a Depositary or its nominee depository shall have any rights under this Indenture with respect to such Global Security, Security and such Depositary or nominee, as the case may be, may depository shall be treated by the CompanyPartnership, the Guarantor (if such Registered Security is a Guaranteed Security), the Trustee, and any agent of the Company Partnership, the Guarantor (if such Registered Security is a Guaranteed Security) or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding None of the foregoing, nothing in this Indenture shall prevent the CompanyPartnership, the Trustee, or any agent of Guarantor (if the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by Registered Security is a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyGuaranteed Security), the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Partnership, the Guarantor (if such Registered Security is a Guaranteed Security), the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or Partnership, the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that Guarantor (if such Registered Security is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Guaranteed Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of or the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depository, as a Holder, with respect to such Global SecuritySecurity or impair, for the records of any as between such depositary, including records in respect depository and owners of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, the operation of customary practices governing the exercise of the rights of such depository (or for any transfers its nominee) as Holder of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior The Trustee, the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may (a) prior to due presentment presentation of a Security Registered Certificate for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose name such Security any Registered Certificate is registered as the owner of such Security Registered Certificate for the purpose of receiving payment distributions pursuant to the terms of principal of and any premium and (subject to Section 3.7) any interest on such Security the applicable Supplement and for all other purposes whatsoever, whether and (b) treat the bearer of a Bearer Certificate or not Coupon as the owner of such Security be overdueBearer Certificate or Coupon for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever; and, and in any such case, neither the Company, the Trustee, the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary. No Notwithstanding the foregoing, in determining whether the Holders of the requisite Investor Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, certificates owned by any Transferor, the Servicer, any other holder of a Transferor Certificate, the Trustee or any beneficial interest Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any Global Security registered such request, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee actually knows to be so owned shall be so disregarded. Certificates so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding if the name pledgee establishes to the satisfaction of a Depositary or its nominee shall have any rights under this Indenture the Trustee the pledgee’s right so to act with respect to such Global Security, Certificates and such Depositary or nominee, as that the case may be, may be treated by the Companypledgee is not a Transferor, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the TrusteeServicer, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners Transferor Certificate or any Affiliate thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior The Trustee, the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may (a) prior to due presentment presentation of a Security Registered Certificate for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose name such Security any Registered Certificate is registered as the owner of such Security Registered Certificate for the purpose of receiving payment distributions pursuant to the terms of principal of and any premium and (subject to Section 3.7) any interest on such Security the applicable Supplement and for all other purposes whatsoever, whether and (b) treat the bearer of a Bearer Certificate or not Coupon as the owner of such Security be overdueBearer Certificate or Coupon for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever; and, and in any such case, neither the Company, the Trustee, the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary. No Notwithstanding the foregoing, in determining whether the Holders of the requisite Investor Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, certificates owned by any Transferor, the Servicer, any other holder of a Transferor Certificate, the Trustee or any beneficial interest Affiliate thereof, and in any Global Security registered addition, in the name case of a Depositary such determination pursuant to subsection 15.02(a) or its nominee 15.02(b), Investor Certificates owned by the Account Owner, the Asset Representations Reviewer or any Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee actually knows to be so owned shall be so disregarded. Certificates so owned which have any rights under this Indenture been pledged in good faith shall not be disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Global Security, Certificates and such Depositary or nominee, as that the case may be, may be treated by the Companypledgee is not a Transferor, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the TrusteeServicer, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest Transferor Certificate or any Affiliate thereof, and in such Global Securityaddition, in the case of subsection 15.02(a) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trusteeor 15.02(b), the Paying Agent pledgee is not the Account Owner, the Asset Representations Reviewer or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global SecurityAffiliate thereof.

Persons Deemed Owners. Prior to due presentment presentation of a Security --------------------- Certificate (other than a Bearer Certificate) for registration of transfer, the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar and any agent of the Company or the Trustee any of them may treat the Person in whose name such Security any Certificate is registered as the owner of such Security Certificate for the purpose of receiving payment distributions pursuant to Article V and for all other --------- purposes whatsoever, and none of principal the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary; provided, however, that in determining whether the holders of ----------------- Investor Certificates evidencing the requisite Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Investor Certificates owned by the Seller, the Servicer or any Affiliate thereof shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Investor Certificates which a Responsible Officer in the Corporate Trust Office of the Trustee knows to be so owned shall be so disregarded. In the case of a Bearer Certificate, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any premium agent of any of them may treat the bearer of a Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the purpose of receiving distributions pursuant to Article IV and (subject to Section 3.7) any interest on such Security ---------- Article XII and for all other purposes whatsoever, whether or not such Security be overdue, and neither the CompanyTrustee, the Trustee----------- Paying Agent, the Transfer Agent and Registrar nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary. No holder Certificates so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding, if the pledgee establishes to the satisfaction of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture Trustee the pledgee's right so to act with respect to such Global Security, Investor Certificates and such Depositary or nominee, as that the case may be, may be treated by pledgee is not the CompanySeller, the Trustee, and any agent of the Company Servicer or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee an Affiliate thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustees and any agent of the Company or the Trustee Trustees may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.5 and Section 3.7) any interest interest, if any, on such Security and for all other purposes whatsoever (other than the payment of Additional Amounts, if any), whether or not such Security be overdue, and none of the Company, the Trustees or any agent of the Company or the Trustees shall be affected by notice to the contrary. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustees and any agent of the Company or the Trustees may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupons be overdue, and neither none of the Company, the Trustee, nor an Trustees or any agent of the Company or the Trustee Trustees shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the TrusteeTrustees, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security RegistrarTrustees, or any other agent of the Company or the Trustee shall be entitled Trustees, from giving effect to deal with the Depositaryany written certification, and proxy or other authorization furnished by any nominee thereofdepositary, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principalas a Holder, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Security Certificate for registration of transfer, the Company, Company and the TrusteePurchase Contract Agent, and any agent of the Company or the Trustee Purchase Contract Agent, may treat the Person in whose name such Security Certificate is registered as the owner of such Security the SPC Units or Treasury SPC Units evidenced thereby, for the purpose of receiving payment [distributions, and] interest payments on the [Preferred Securities,] Notes, [Treasury Securities or on the maturing quarterly interest strips of principal the Treasury Portfolio, as applicable,] receiving Purchase Contract Payments, performance of and any premium and (subject to Section 3.7) any interest on such Security the Purchase Contracts and for all other purposes whatsoever, whether or not such Security any [distributions, and] interest payments on the [Preferred Securities,] Notes[, Treasury Securities or on the maturing quarterly interest strips of the Treasury Portfolio, as applicable] or Purchase Contract Payments payable in respect of the Purchase Contracts constituting a part of the SPC Units or Treasury SPC Units evidenced thereby shall be overdueoverdue and notwithstanding any notice to the contrary, and neither the Company, Company nor the TrusteePurchase Contract Agent, nor an any agent of the Company or the Trustee Purchase Contract Agent, shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, with respect to any Global Certificate, nothing in this Indenture contained herein shall prevent the Company, the Trustee, Purchase Contract Agent or any agent of the Company or the Trustee Purchase Contract Agent, treating the Depositary as the sole Holder of such Global Certificate, from giving effect to any written certification, proxy, proxy or other authorization furnished by a the Depositary (or its nominee pursuant to this Indenture. Furthermorenominee), none of the Companyas a Holder, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global SecurityCertificate or impair, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions as between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global SecurityCertificate, the operation of customary practices governing the exercise of rights of the Depositary (or its nominee) as Holder of such Global Certificate.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium premium, if any), and (subject to Section 3.7Sections 305 and 307) any interest on on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the TrusteeTrustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. All such payments so made to any such Person, or upon such Person's order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Security. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of held on its behalf by a Depositary or its nominee depositary shall have any rights under this Indenture with respect to such Global Security, Security and such Depositary depositary (or its nominee, as the case may be, may ) shall be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility depositary (or liability for any acts or omissions of the Depositary its nominee), as a Holder, with respect to such Global SecuritySecurity or impair, for the records of any as between such depositary, including records in respect depositary and owners of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, the operation of customary practices governing the exercise of the rights of such depositary (or for any transfers its nominee) as Holder of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the CompanyIssuer, the Trustee, Trustee and any agent of the Company Issuer or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium premium, if any), and (subject to Section 3.7Sections 305 and 307) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the CompanyIssuer, the Trustee, Trustee nor an any agent of the Company Issuer or the Trustee shall be affected by notice to the contrary. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving any payment with respect to payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or coupon be overdue, and neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary. No holder Holder of any beneficial interest in any Global global Security registered in the name of held on its behalf by a Depositary or its nominee depositary shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, depositary may be treated by the CompanyIssuer, the Trustee, and any agent of the Company Issuer or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent None of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyIssuer, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Issuer or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depository, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depository and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depository (other its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Security Certificate for registration of transfer, the Company, Company and the TrusteePurchase Contract Agent, and any agent of the Company or the Trustee Purchase Contract Agent, may treat the Person in whose name such Security Certificate is registered as the owner of such Security the Units evidenced thereby for the purpose purposes of receiving payment of principal of and any premium and (subject to Section 3.7any applicable record date) any interest payment or distribution with respect to the Applicable Ownership Interests in Notes, or on the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of such Security term), as applicable, and performance of the Purchase Contracts and for all other purposes whatsoeverwhatsoever in connection with such Units, whether or not such Security payment, distribution, or performance shall be overdueoverdue and notwithstanding any notice to the contrary, and neither the Company, Company nor the TrusteePurchase Contract Agent, nor an any agent of the Company or the Trustee Purchase Contract Agent, shall be affected by notice to the contrary. No holder None of the Purchase Contract Agent or the Securities Registrar shall have any beneficial interest responsibility or obligation to any Beneficial Owner in any Units represented by a Global Security registered in Certificate or other Person with respect to the name accuracy of a the records of the Depositary or its nominee shall have or of any rights agent member, with respect to any ownership interest in the Units or with respect to the delivery to any agent member, Beneficial Owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under this Indenture or with respect to such Global Security, Units. All notices and such Depositary communications to be given to the Holders and all payments to be made to Holders pursuant to the Units and this Agreement shall be given or nominee, as made only to or upon the case may be, may be treated by the Company, the Trustee, and any agent order of the Company or registered holders (which shall be the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none in the case of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsCertificate). The Companyrights of Beneficial Owners in the Units underlying a Global Certificate shall be exercised only through the Depositary subject to its applicable procedures. The Purchase Contract Agent and the Securities Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any Beneficial Owners. The Purchase Contract Agent and the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee Securities Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security Certificate for all purposes of this Indenture Agreement relating to such Global Security Certificate (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest Beneficial Owner in any Units underlying such Global SecurityCertificate) as the sole holder Holder of such Global Security Certificate and shall have no obligations to the beneficial owners Beneficial Owners thereof. None of the Trustee, the Paying Purchase Contract Agent or the Security Securities Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to any Units underlying such Global SecurityCertificate, for the records of any such depositarythe Depositary, including records in respect of beneficial ownership interests in respect of any Units underlying such Global SecurityCertificate, for any transactions between the Depositary and any Depositary participant agent member or between or among the Depositary, any such Depositary participant agent member and/or any holder Holder or owner of a beneficial interest Beneficial Owner in any Units underlying such Global SecurityCertificate, or for any transfers of beneficial interests in any Units underlying such Global SecurityCertificate. Notwithstanding the foregoing, with respect to any Global Certificate, nothing contained herein shall prevent the Company, the Purchase Contract Agent or any agent of the Company or the Purchase Contract Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary (or its nominee), as a Holder, with respect to such Global Certificate, or impair, as between such Depositary and the related Beneficial Owner, the operation of customary practices governing the exercise of rights of the Depositary (or its nominee) as Holder of such Global Certificate. None of the Company, the Purchase Contract Agent or any agent of the Company or the Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Certificate or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.73.05 and Section 3.07) any interest interest, if any, on such Security and for all other purposes whatsoeverwhatsoever (other than the payment of Additional Amounts, if any), whether or not such Security be overdue, and neither none of the Company, the Trustee, nor an Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any beneficial interest in Bearer Security and the bearer of any Global coupon as the absolute owner of such Security registered in or coupon for the name purpose of a Depositary receiving payment thereof or its nominee shall have any rights under this Indenture with respect to on account thereof and for all other purposes whatsoever, whether or not such Global SecuritySecurity or coupons be overdue, and such none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. The Depositary or nominee, as the case may be, for Securities may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global global Security for all purposes whatsoeverwhatsoever (other than the payment of Additional Amounts, if any). Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the TrusteeGuarantors, the Trustee and any agent of the Company Company, a Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the absolute owner of such Registered Security for the purpose of receiving payment of principal of and of, any premium and (subject to Section 3.7Sections 305 and 307) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither none of the Company, a Guarantor, the Trustee, nor an Trustee or any agent of the Company Company, a Guarantor or the Trustee shall be affected by notice to the contrary. The Company, the Guarantors, the Trustee and any agent of the Company, a Guarantor or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and none of the Company, a Guarantor, the Trustee or any agent of the Company, a Guarantor or the Trustee shall be affected by notice to the contrary. No holder owner of any beneficial interest in any Global global Security registered in the name of a Depositary Depository or its nominee shall have any rights under this Indenture with respect to such Global global Security, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Guarantors, the Trustee, and any agent of the Company Company, a Guarantor or the Trustee as the owner and Holder of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent None of the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyGuarantors, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, nothing herein shall prevent the Company, a Guarantor, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have from giving effect to any responsibility written certification, proxy or liability for any acts or omissions of other authorization furnished by the Depositary applicable Depository, as a Holder, with respect to a global Security or impair, as between such Global Security, for Depository and the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as the Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, Guarantor, the Trustee, Trustee and any agent of the Company Company, Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of and of, any premium and (subject to Section 3.7Sections 305 and 307) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither the Company, Guarantor, the Trustee, nor an Trustee or any agent of the Company Company, Guarantor or the Trustee shall be affected by notice to the contrary. The Company, Guarantor, the Trustee and any agent of the Company, Guarantor or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and neither the Company, Guarantor, the Trustee or any agent of the Company, Guarantor or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global global Security registered in the name held on its behalf by or on behalf of a Depositary or its nominee Depository shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, Depository may be treated by the Company, Guarantor, the Trustee, and any agent of the Company Company, Guarantor or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent None of the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyGuarantor, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any acts or omissions of the Depository, for any aspect of the records relating to to, or payments made on account of of, beneficial ownership interests in any such Global of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any other aspect of the relationship, including transfers of beneficial interests in a global Security, between the Depository and its participants or indirect participants, or the relationship between such participants or indirect participants of the Depository and any holder of any beneficial interests in any global Security held on its behalf by such Global Securityparticipants or indirect participants.

Persons Deemed Owners. Prior to due presentment of a Security Certificate for registration of transfer, the Company, Company and the TrusteePurchase Contract Agent, and any agent of the Company or the Trustee Purchase Contract Agent, may treat the Person in whose name such Security Certificate is registered as the owner of such Security the Units evidenced thereby for the purpose purposes of receiving payment of principal of and any premium and (subject to Section 3.7any applicable record date) any interest payment or distribution with respect to the Debentures underlying the Applicable Ownership Interests in Debentures, on such Security the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition of Applicable Ownership Interests in the Treasury Portfolio) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoeverwhatsoever in connection with such Units (subject to the proviso contained in clause (ii) of Section 3.06), whether or not such Security payment, distribution, or performance shall be overdueoverdue and notwithstanding any notice to the contrary, and neither the Company, Company nor the TrusteePurchase Contract Agent, nor an any agent of the Company or the Trustee Purchase Contract Agent, shall be affected by notice to the contrary. No holder None of the Purchase Contract Agent or the Securities Registrar shall have any beneficial interest responsibility or obligation to any Beneficial Owner in any Units represented by a Global Security registered in Certificate or other Person with respect to the name accuracy of a Depositary the records of the Depository or its nominee shall have or of any rights agent member, with respect to any ownership interest in the Units or with respect to the delivery to any agent member, Beneficial Owner or other Person (other than the Depository) of any notice or the payment of any amount, under this Indenture or with respect to such Global Security, Units. All notices and such Depositary communications to be given to the Holders and all payments to be made to Holders pursuant to the Units and this Agreement shall be given or nominee, as made only to or upon the order of the registered holders (which shall be the Depository or its nominee in the case may be, may of a Global Certificate). The rights of Beneficial Owners in the Units underlying a Global Certificate shall be treated exercised only through the Depository subject to its applicable procedures. The Purchase Contract Agent and the Securities Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the CompanyDepository with respect to its members, participants and any Beneficial Owners. The Purchase Contract Agent and the TrusteeSecurities Registrar shall be entitled to deal with the Depository, and any agent nominee thereof, that is the registered holder of any Global Certificate for all purposes of this Agreement relating to such Global Certificate (including the Company making of any payment or delivery hereunder and the Trustee giving of instructions or directions by or to the Beneficial Owner in any Units underlying such Global Certificate) as the owner sole Holder of such Global Security Certificate and shall have no obligations to the Beneficial Owners thereof (subject to the proviso contained in clause (ii) of Section 3.06). None of the Purchase Contract Agent or the Securities Registrar shall have any responsibility or liability for all purposes whatsoeverany acts or omissions of the Depository with respect to any Units underlying such Global Certificate, for the records of the Depository, including records in respect of beneficial ownership interests in respect of Units underlying such Global Certificate, for any transactions between the Depository and any agent member or between or among the Depository, any such agent member and/or any Holder or Beneficial Owner in any Units underlying such Global Certificate, or for any transfers of beneficial interests in any Units underlying such Global Certificate. Notwithstanding the foregoing, with respect to any Global Certificate, nothing in this Indenture contained herein shall prevent the Company, the Trustee, Purchase Contract Agent or any agent of the Company or the Trustee Purchase Contract Agent, from giving effect to any written certification, proxy, proxy or other authorization furnished by a Depositary the Depository (or its nominee pursuant nominee), as a Holder, with respect to this Indenturesuch Global Certificate, or impair, as between such Depository and the related Beneficial Owner, the operation of customary practices governing the exercise of rights of the Depository (or its nominee) as Holder of such Global Certificate. Furthermore, none None of the Company, the Trustee, any Paying Agent, the Security Registrar, Purchase Contract Agent or any other agent of the Company or the Trustee Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security Certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of and of, any premium and (subject to Section 3.7Sections 305 and 307) any interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither none of the Company, the TrusteeTrustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. The Company, nor an the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global global Security registered in the name of held on its behalf by a Depositary or its nominee Depository shall have any rights under this Indenture with respect to such Global global Security, and such Depositary or nominee, as the case may be, Depository may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have from giving effect to any responsibility written certification, proxy or liability for any acts or omissions of other authorization furnished by the Depositary applicable Depository, as a Holder, with respect to a global Security or impair, as between such Global Security, for Depository and the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as the Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.73.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of held on such holder’s behalf by a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture herein shall prevent the Companyimpair, as between a Depositary and such holders of beneficial interests, the Trustee, or any agent operation of customary practices governing the exercise of the Company or rights of the Trustee from giving effect to Depositary as Holder of any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this IndentureSecurity. Furthermore, none None of the Company, the Trustee, any the Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee will Registrar shall have any responsibility or liability for obligation to any aspect beneficial owner in a Global Security or other Person with respect to the accuracy of the records relating of the Depositary or its nominee or of any agent member, with respect to any ownership interest in the Securities or with respect to the delivery to any agent member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or payments made on account upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial ownership interests owners in any such the Global Security or for maintaining, supervising or reviewing any records relating shall be exercised only through the Depositary subject to such beneficial ownership intereststhe applicable procedures. The CompanyTrustee, the Paying Agent and the Security Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, any the Paying Agent, Agent and the Security Registrar, or any other agent of the Company or the Trustee Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary Depository with respect to such Global Security, for the records of any such depositaryDepositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary Depository and any Depositary participant agent member or between or among the Depositary, any such Depositary participant agent member and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of transfer or beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Security Certificate for registration of transfer, the Company, FPL Group Capital and the TrusteePurchase Contract Agent, and any agent of the Company Company, FPL Group Capital or the Trustee Purchase Contract Agent, may treat the Person in whose name such Security Certificate is registered on the Security Register as the owner of such Security the Units evidenced thereby for the purpose purposes of receiving payment of principal of and any premium and (subject to Section 3.7any applicable record date) any interest on such Security payment or distribution with respect to the Applicable Ownership Interests in Debentures, or with respect to the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof), as applicable, payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever, in connection with such Units, whether or not such Security payment, distribution or performance shall be overdueoverdue and notwithstanding any notice to the contrary, and neither the Company, FPL Group Capital nor the TrusteePurchase Contract Agent, nor an any agent of the Company Company, FPL Group Capital or the Trustee Purchase Contract Agent, shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, with respect to any Global Certificate, nothing in this Indenture herein shall prevent the Company, FPL Group Capital, the Trustee, Purchase Contract Agent or any agent of the Company Company, FPL Group Capital or the Trustee Purchase Contract Agent, from treating the Clearing Agency as the sole Holder of such Global Certificate or from giving effect to any written certification, proxy, proxy or other authorization furnished by a Depositary any Clearing Agency (or its nominee pursuant nominee), as a Holder, with respect to this Indenturesuch Global Certificate or impair, as between such Clearing Agency and owners of beneficial interests in such Global Certificate, the operation of customary practices governing the exercise of rights of such Clearing Agency (or its nominee) as Holder of such Global Certificate. Furthermore, none None of the Company, the Trustee, any Paying AgentFPL Group Capital, the Security Registrar, Purchase Contract Agent or any other agent of the Company Company, FPL Group Capital or the Trustee Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security Certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a any Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7) any interest on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Trustee nor an any such agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Global Bearer Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Bearer Security or coupon be overdue, and neither the Company, the TrusteeTrustee nor any such agent shall be affected by notice to the contrary. None of the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the Company, or the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility Depositary (or liability for any acts or omissions of the Depositary its nominee), as a Holder, with respect to such Global SecuritySecurity in global form or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global SecuritySecurity in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the TrusteeSubsidiary Guarantors, the Trustee and any agent of the Company Company, the Subsidiary Guarantors or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.7Sections 305 and 307) any interest on such Registered Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Subsidiary Guarantors, the Trustee nor any agent of the Company, the Subsidiary Guarantors or the Trustee shall be affected by notice to the contrary. Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the owner of such Bearer Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, with respect to any Book-Entry Security, nothing in this Indenture herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy, proxy or other authorization furnished by a Depositary Depository or its nominee pursuant to this Indenture. Furthermoreimpair, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, as between a Depository and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers holders of beneficial interests in any Book-Entry Security, the operation of customary practices governing the exercise of the rights of the Depository (or its nominee) as Holder of such Global Book-Entry Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of any of the Company or the Trustee foregoing may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.7Sections 305 and 307) any interest interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither none of the Company, the Trustee, nor an Trustee or any agent of any of the Company or the Trustee foregoing shall be affected by notice to the contrary. No holder Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of any beneficial interest in of the foregoing may treat the bearer of any Global Bearer Security registered in and the name bearer of a Depositary any coupon as the absolute owner of such Security or its nominee shall have any rights under this Indenture with respect to coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Global SecuritySecurity or coupons be overdue, and such the Company, the Trustee or any agent of any of the foregoing shall be affected by notice to the contrary. The Depositary or nominee, as the case may be, for Securities may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trusteeforegoing from giving effect to any written certification, the Paying Agent proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and any premium premium, if any), and (subject to Section 3.7Sections 305 and 307) any interest on and Additional Amounts with respect to, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Global Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Security or coupon be overdue, and neither the Company, the Trustee, or Trustee nor any agent of the Company or the Trustee from giving effect shall be affected by notice to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenturethe contrary. Furthermore, none None of the Company, the Trustee, any Paying Authenticating Agent, any Paying Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in of a global Security or for maintaining, supervising or reviewing any records relating to such Global beneficial ownership interests of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, and they shall be fully protected in acting or refraining from acting on any such information provided by the Depository. The Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Paying Agent Depository or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Securityimpair, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions as between the Depositary Depository and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers Holders of beneficial interests in any Global Security, the operation of customary practices governing the exercise of the rights of the Depository as Holder of such Global Security.

Persons Deemed Owners. Prior to due presentment presentation of a Security Certificate for registration of transfer, the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar and any agent of the Company or the Trustee any of them may treat the Person in whose name such Security is registered a Certificateholder as the owner of such Security the related Certificate for the purpose of receiving payment of principal of and distributions pursuant to Article V (as described in any premium and (subject to Section 3.7Supplement) any interest on such Security and for all other purposes whatsoever, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary; provided, however, that in determining whether the holders of Investor Certificates evidencing the requisite Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Investor Certificates owned by the Seller, the Servicer or any Affiliate thereof shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such Security request, demand, authorization, direction, notice, consent or waiver, only Investor Certificates which a Responsible Officer in the Corporate Trust Office of the Trustee knows to be overdueso owned shall be so disregarded. Investor Certificates so owned that have been pledged in good faith shall not be disregarded as outstanding, if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Investor Certificates and that the pledgee is not the Seller, the Servicer or an Affiliate thereof. In the case of a Bearer Certificate, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may treat the holder of a Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the purpose of receiving distributions pursuant to Article IV and Article XII and for all other purposes whatsoever, and neither the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar nor an any agent of the Company or the Trustee any of them shall be affected by any notice to the contrary. No holder Certificates so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding, if the pledgee establishes to the satisfaction of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture Trustee the pledgee’s right so to act with respect to such Global Security, Investor Certificates and such Depositary or nominee, as that the case may be, may be treated by pledgee is not the CompanySeller, the Trustee, and any agent of the Company Servicer or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee an Affiliate thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a any Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7) any interest interest, if any, on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Global Bearer Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Bearer Security or coupon be overdue, and neither the Company, the TrusteeTrustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. None of the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the Company or the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility Depositary (or liability for any acts or omissions of the Depositary its nominee), as a Holder, with respect to such Global SecuritySecurity in global form or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global SecuritySecurity in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.7Sections 305 and 307) any interest interest, if any, on such Security and for all other purposes whatsoeverwhatsoever (except for determining whether the payment of Additional Amounts is required), whether or not such Security be overdue, and neither none of the Company, the Trustee, nor an Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any beneficial interest in Bearer Security and the bearer of any Global coupon as the absolute owner of such Security registered in or coupon for the name purpose of a Depositary receiving payment thereof or its nominee shall have any rights under this Indenture with respect to on account thereof and for all other purposes whatsoever, whether or not such Global SecuritySecurity or coupons be overdue, and such none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. The Depositary or nominee, as the case may be, for Securities may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global global Security for all purposes whatsoeverwhatsoever (except for determining whether the payment of Additional Amounts is required). Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding anything to the contrary in this Indenture, the Depositary or its nominee, as a Holder of a global Security, may grant proxies and otherwise authorize any Person (including owners of beneficial interests in the Securities) to take any action that the Depositary or its nominee, as a Holder of a global Security, is entitled to take under this Indenture or the Securities, provided further that, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled Trustee, from giving effect to deal with the any written certification, proxy or other authorization furnished by any Depositary, and any nominee thereofas a Holder, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment presentation of a Security Certificate for registration of transfer, the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar and any agent of the Company or the Trustee any of them may treat the Person in whose name such Security any Certificate is registered as the owner of such Security Certificate for the purpose of receiving payment of principal of and distributions pursuant to Article V (as described in any premium and (subject to Section 3.7Supplement) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, nor an agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent, the Transfer Agent and Registrar or any agent of any of them shall be affected by any notice to the Security Registrar contrary; provided, however, that in determining whether the holders of Investor Certificates evidencing the requisite Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Investor Certificates owned by the Transferor, the Servicer or any Affiliate thereof shall have be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any responsibility such request, demand, authorization, direction, notice, consent or liability for any acts or omissions waiver, only Investor Certificates which a Responsible Officer in the Corporate Trust Office of the Depositary Trustee knows to be so owned shall be so disregarded. Investor Certificates so owned that have been pledged in good faith shall not be disregarded as outstanding, if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Global SecurityInvestor Certificates and that the pledgee is not the Transferor, the Servicer or an Affiliate thereof. In the case of a Bearer Certificate, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may treat the holder of a Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the records purpose of receiving distributions pursuant to Article IV and Article XII and for all other purposes whatsoever, and none of the Trustee, the Paying Agent, the Transfer Agent and Registrar or any agent of any of them shall be affected by any notice to the contrary. Certificates so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding, if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such depositaryInvestor Certificates and that the pledgee is not the Transferor, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant Servicer or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Securityan Affiliate thereof.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the TrusteeGuarantor (if the Guarantee is endorsed on such Registered Security), the Trustee and any agent of the Company Company, the Guarantor (if the Guarantee is endorsed on such Registered Security), or the Trustee may treat the Person in whose name such Registered Security is registered as the absolute owner of such Registered Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.7Sections 305 and 307) any interest interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither none of the Company, the TrusteeGuarantor (if a Guarantee is endorsed on such Registered Security), nor an the Trustee or any agent of the Company Company, the Guarantor (if a Guarantee is endorsed on such Registered Security), or the Trustee shall be affected by notice to the contrary. No holder of Title to any beneficial interest in Bearer Security and any Global Security registered in the name of a Depositary or its nominee coupons appertaining thereto shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated pass by the delivery. The Company, the TrusteeGuarantor (if a Guarantee is endorsed on such Bearer Security), the Trustee and any agent of the Company Company, the Guarantor (if a Guarantee is endorsed on such Bearer Security), or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Global Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Companywhether or not such Security or coupons be overdue, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, and none of the Company, the Guarantor (if a Guarantee is endorsed on such Bearer Security), the Trustee or any agent of the Company, the Guarantor (if a Guarantee is endorsed on such Bearer Security), or the Trustee shall be affected by notice to the contrary. None of the Company, the Guarantor, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee will Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying AgentGuarantor, the Security Registrar, or any other agent of Trustee and the Company or the Trustee Securities Registrar shall be entitled to deal with the any depositary (including any Depositary or Common Depositary), and any nominee thereof, that is the registered holder Holder of any Global such global Security for all purposes of this Indenture relating to such Global global Security (including the payment of principal, premium, if any, and interest and additional amountsAdditional Amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global global Security) as the sole holder Holder of such Global global Security and shall have no obligations to the beneficial owners thereof. None of the Company, the Guarantor, the Trustee, the any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary any such depositary with respect to such Global global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global global Security, for any transactions between the Depositary such depositary and any Depositary participant in such depositary or between or among the Depositaryany such depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, global Security or for any transfers of beneficial interests in any such Global global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Guarantor, the Trustee, or any agent of the Company the Guarantor, or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depositary (including any Depositary or Common Depositary), as a Holder, with respect to such global Security or impair, as between such depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and any premium premium, if any) and (subject to Section 3.7Sections 305 and 307) any interest interest, if any, on such Security and for all other purposes whatsoeverwhatsoever (other than the payment of Additional Amounts, if any), whether or not such Security be overdue, and neither none of the Company, the Trustee, nor an Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any beneficial interest in Bearer Security and the bearer of any Global coupon as the absolute owner of such Security registered in or coupon for the name purpose of a Depositary receiving payment thereof or its nominee shall have any rights under this Indenture with respect to on account thereof and for all other purposes whatsoever, whether or not such Global SecuritySecurity or coupons be overdue, and such none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. The Depositary or nominee, as for the case may be, Securities may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global global Security for all purposes whatsoeverwhatsoever (other than the payment of Additional Amounts, if any). Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Security Certificate for registration of transfer, the Company, Company and the TrusteeStock Purchase Contract Agent, and any agent of the Company Company, the Security Registrar or the Trustee Stock Purchase Contract Agent, may treat the Person in whose name such Security Certificate is registered as the owner of such Security the Common Equity Units evidenced thereby for the purpose purposes of receiving payment of principal of and any premium and (subject to Section 3.7any applicable record date) any interest payment or distribution on such Security the Trust Preferred Securities, payment of Contract Payments and performance of the Stock Purchase Contracts and for all other purposes whatsoeverwhatsoever in connection with such Common Equity Units, whether or not such Security payment, distribution, or performance shall be overdueoverdue and notwithstanding any notice to the contrary, and neither none of the Company, the TrusteeSecurity Registrar or the Stock Purchase Contract Agent, nor an any agent of the Company Company, the Security Registrar or the Trustee Stock Purchase Contract Agent, shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, with respect to any Global Certificate, nothing in this Indenture contained herein shall prevent the Company, the TrusteeSecurity Registrar, the Stock Purchase Contract Agent or any agent of the Company Company, the Security Registrar or the Trustee Stock Purchase Contract Agent from giving effect to any written certification, proxy, proxy or other authorization furnished by a the Depositary (or its nominee pursuant nominee), as a Holder, with respect to this Indenturesuch Global Certificate, or impair, as between such Depositary and the related Beneficial Owner, the operation of customary practices governing the exercise of rights of the Depositary (or its nominee) as Holder of such Global Certificate. Furthermore, none None of the Company, the TrusteeSecurity Registrar, the Stock Purchase Contract Agent or any Paying Agentagent of the Company, the Security Registrar, or any other agent of the Company Registrar or the Trustee Stock Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security Certificate or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a --------------------- Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium premium, if any, on) and (subject to Section 3.7Sections 305 and 307) any interest and Additional Amounts, if any, on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of Title to any beneficial interest in Bearer Security and any Global Security registered in the name of a Depositary or its nominee coupons shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated pass by the delivery. The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Global Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Security or coupon be overdue, and neither the Company, the Trustee, or Trustee nor any agent of the Company or the Trustee from giving effect shall be affected by notice to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenturethe contrary. Furthermore, none None of the Company, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee will Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility or liability for any acts or omissions of the Depositary depositary, as a Holder, with respect to such Global Securityglobal Security or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in any such Global global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the CompanyIssuer, the TrusteeGuarantor, the Trustee and any agent of the Company Issuer, the Guarantor or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and any premium premium, if any) and Interest (subject including the Redemption Price upon redemption pursuant to Section 3.7) any interest on Article 11), such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the CompanyIssuer, the TrusteeGuarantor, the Trustee nor an any agent of the Company Issuer, the Guarantor or the Trustee shall be affected by notice to the contrary. All such payments so made to any such Person, or upon such Person’s order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Security. No holder of any beneficial interest in any Global Security registered in the name of held on its behalf by a Depositary or its nominee depositary shall have any rights under this Indenture with respect to such Global Security, Security and such Depositary depositary (or its nominee, as the case may be, may ) shall be treated by the CompanyIssuer, the Trustee, and any agent of the Company Issuer or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent None of the Company or the Trustee from giving effect to any written certificationIssuer, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyGuarantor, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Issuer, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Issuer or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility depositary (or liability for any acts or omissions of the Depositary its nominee), as a Holder, with respect to such Global SecuritySecurity or impair, for the records of any as between such depositary, including records in respect depositary and owners of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, the operation of customary practices governing the exercise of the rights of such depositary (or for any transfers its nominee) as Holder of beneficial interests in any such Global Security.

Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the TrusteeGuarantors, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (except as otherwise specified as contemplated by Section 3.01 and subject to Section 3.73.05 and Section 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the TrusteeGuarantor, the Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of held directly or indirectly on its behalf by a Depositary (or its nominee nominee) shall have any rights under this Indenture with respect to such Global SecuritySecurity or any Security represented thereby, and such Depositary or nominee, as the case may be, may be treated by the Company, the Guarantors, the Trustee, and any agent of the Company Company, the Guarantors or the Trustee as the owner of such Global Security or any Security represented thereby for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent None of the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the CompanyGuarantors, the Trustee, any Paying Agent, Agent or the Security Registrar, or any other agent of the Company or the Trustee Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Guarantors, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company Company, the Guarantors or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have any responsibility other authorization furnished by a Depositary or liability for any acts or omissions of the Depositary with respect to such Global Securityimpair, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions as between the a Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers holders of beneficial interests in the Securities, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominees) as Holder of any such Global Security.

Persons Deemed Owners. Prior to due presentment presentation of a Security Certificate (other than a Bearer Certificate) for registration of transfer, the CompanyTrustee, the TrusteePaying Agent, the Transfer Agent and Registrar and any agent of the Company or the Trustee any of them may treat the Person in whose name such Security any Certificate is registered as the owner of such Security Certificate for the purpose of receiving payment of principal of and any premium and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, nor an agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trusteedistributions, or for any agent of the Company or the Trustee from giving effect other deliveries (including but not limited to any written certification, proxy, or other authorization furnished by a Depositary or its nominee notices pursuant to SECTION 10.5) pursuant to this Indenture. Furthermore, none of Master Trust Agreement and the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositaryrelated Supplement, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None none of the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary; PROVIDED, HOWEVER, that in determining whether the holders of Investor Certificates evidencing the requisite Certificate Balance have given any request, demand, authorization, direction, notice, consent or the Security Registrar shall have any responsibility or liability waiver hereunder and for any acts or omissions purposes of the Depositary with respect definitions of "Cumulative Required Investor Certificateholders", "Cumulative Required Investor Certificateholders (Super Majority)", "Series Required Investor Certificateholders" and "Series Required Investor Certificateholders (Super Majority)", Certificates owned by the Sellers, the Servicer, or any Affiliate thereof and Subordinated Certificates held by any Subordinated Certificate Purchaser shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such Global Securityrequest, demand, authorization, direction, notice, consent or waiver, only Investor Certificates which a Responsible Trustee Officer in the Corporate Trust Office of the Trustee knows to be so owned shall be so disregarded. In the case of a Bearer Certificate, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may treat the bearer of a Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the records purpose of receiving distributions under this Master Trust Agreement and the related Supplement, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any such depositary, including records in respect of beneficial ownership interests in respect of them shall be affected by any such Global Security, for any transactions between notice to the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Securitycontrary.

Persons Deemed Owners. Prior to due presentment of a any Registered Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of and any premium of, premium, if any, and (subject to Section 3.7) interest and any interest other payments on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security shall be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the The Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Global Bearer Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent whether or not such Bearer Security or coupon be overdue, and neither the Company, the TrusteeTrustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. None of the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none of the Company, the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in any such Global Security global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyNotwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the Company or the Trustee, any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent from giving effect to any written certification, proxy or the Security Registrar shall have other authorization furnished by any responsibility Depositary (or liability for any acts or omissions of the Depositary its nominee), as a Holder, with respect to such Global SecuritySecurity in global form or impair, for the records of any as between such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers owners of beneficial interests in such Security in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form. Unless otherwise provided with respect to any such Global SecuritySecurities pursuant to Section 3.1, the Company, any other obligor upon any Securities, and any Affiliate of any thereof may acquire, tender for, purchase, own, hold, become the pledgee of and otherwise deal with any Securities.

Persons Deemed Owners. Prior Except as otherwise contemplated by Section 3.01 with respect to any series of Securities, prior to due presentment of a Security for registration of transfer, the Company, the Trustee, Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.7Sections 3.05 and 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, Trustee nor an any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any Global Security registered in the name of held on its behalf by a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the Trustee, Trustee and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to this Indenture. Furthermore, none None of the Company, the Trustee, Trustee nor any Paying Agent, the Security Registrar, or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The None of the Company, the Trustee, the Paying Agent or the Security Registrar shall have any Paying Agentresponsibility or obligation to any beneficial owner in a Global Security, or participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee, the Paying Agent and the Security RegistrarRegistrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, or participants and any other agent of beneficial owners. The Trustee, the Company or Paying Agent and the Trustee Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Security.

Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the CompanyIssuer, the Trustee, Trustee and any agent of the Company Issuer or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the CompanyIssuer, the Trustee, Trustee nor an any agent of the Company Issuer or the Trustee shall be affected by notice to the contrary. No holder None of any beneficial interest in any Global Security registered in the name of a Depositary or its nominee shall have any rights under this Indenture with respect to such Global Security, and such Depositary or nominee, as the case may be, may be treated by the CompanyIssuer, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the CompanyPaying Agent, the Trustee, Security Registrar or any agent of the Company Issuer, the Trustee, the Paying Agent or the Trustee from giving effect Security Registrar, shall have any responsibility or obligation to any written certificationbeneficial owner in a Global Security, proxy, an Agent Member or any other authorization furnished by a Person (other than the Depositary) with respect to the accuracy of the records of the Depositary or its nominee pursuant or of any Agent Member, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture. Furthermore, none Indenture shall be given or made only to or upon the order of the Companyregistered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures thereof. The Issuer, the Trustee, any the Paying Agent, the Security Registrar, Registrar or any other agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any such Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Issuer, the Trustee, the Paying Agent, the Security Registrar, Registrar or any other agent of the Company Issuer, the Trustee, the Paying Agent or the Trustee Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Issuer, the Trustee, the Paying Agent or the Security Registrar or any agent of the Issuer, the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositaryDepositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant Agent Member or between or among the Depositary, any such Depositary participant Agent Member and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Security.