Common use of Book-Entry Notes Clause in Contracts

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, Trustee as agent custodian for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Non-Retained Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes (other than any Restricted Notes, which may be issued in the form of Definitive Notes at the Issuer’s option pursuant to Section 2.12), upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Except as provided in Section 2.12, the Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent custodian for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Book Entry Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, Company (“DTC”) (the initial Clearing Agency), or its custodian, by, or on behalf of, the IssuerIssuing Entity. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner of such Note will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing Notes have been issued to such Note Owners pursuant to Section 2.11Owners:

Book-Entry Notes. The Except as provided in Section 2.13, the Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee, as agent for Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the IssuerIssuing Entity. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be such Notes registered initially or from time to time on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuancewhen authorized by an Issuer Order, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12 hereof. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12 hereof:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten printed Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the IssuerIssuer (or held by the Indenture Trustee as custodian for DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner Noteholder will receive a definitive Definitive Note representing such Note OwnerNoteholder’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners Noteholders pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent custodian for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten printed Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the IssuerIssuer (or held by the Indenture Trustee as custodian for DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner Noteholder will receive a definitive Definitive Note representing such Note OwnerNoteholder’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, definitive fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners Noteholders pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner of any Note Owner will receive a definitive Note representing such Note Book-Entry Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Book-Entry Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing AgencyAgency or its custodian, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12 below. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12 below:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes (other than any Restricted Notes), upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner of such Note will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") representing Notes have been issued to such Note Owners pursuant to Section 2.11Owners:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to DTC or to the Indenture Trustee, Trustee as agent custodian for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the as initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will shall receive a definitive Note definitive, fully registered note (a “Definitive Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the as initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will shall receive a definitive Note definitive, fully registered note (a "Definitive Note") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will may be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall may initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, ---------------- will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Except as provided in Section 2.12, the Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Book Entry Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, Company (“DTC”) (the initial Clearing Agency), or its custodian, by, or on behalf of, the IssuerIssuing Entity. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner of such Note will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing Notes have been issued to such Note Owners pursuant to Section 2.11Owners:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee_____________________, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the IssuerIssuer (except for any fractional units which cannot be accepted by DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the IssuerIssuing Entity. The Book-Entry Notes Such Note shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note (as hereinafter defined) representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Except as provided in Section 2.11, the Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Book-Entry Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be Notes and delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes will be issued as Book-Entry Notes on the Closing Date. The Book-Entry Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be Notes and delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such the Note Owner’s interest in such the Note, except as provided in under Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to under Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the IssuerIssuer (except for any fractional units which cannot be accepted by DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Class A-1 Notes, Class A-2 Notes and the Subordinate Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Book-Entry Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Book-Entry Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. (a) The Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be such Notes registered initially or from time to time on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The NotesEach Note, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to which shall be delivered to deposited on behalf of the purchasers of the Notes represented by such Book-Entry Note with the Depository or the Indenture Trustee, as agent custodian for The Depository Trust Companythe Depository, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be and registered initially on the Note Register in the name of the Depository or a nominee thereof (initially, such nominee to be Cede & Co., the nominee of the initial Clearing Agency, and no Note ). No Owner will shall receive a definitive Definitive Note representing such Note Owner’s interest in such NoteNotes, except as provided in Section 2.112.13. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for or on behalf of The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, as the initial Clearing Agency, by, by or on behalf of, of the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, ---------------- will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. (a) The Notesnotes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, or its custodian by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Beneficial Owner thereof will receive a definitive Definitive Note representing such Note Beneficial Owner’s 's interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Beneficial Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes (other than Retained Notes), upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless Except for Retained Notes and, otherwise, unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyCompany or its custodian, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture TrusteeThe Bank of New York, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Book-Entry Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be Notes and delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee, as agent for Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the IssuerIssuer (except for any fractional units which cannot be accepted by DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.10 hereof. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.10 hereof:

Book-Entry Notes. The Notes, upon original issuance, ---------------- will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11SECTION 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11SECTION 2.12:

Book-Entry Notes. The Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co.Co. , the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes will be issued as Book-Entry Notes on the Closing Date. The Book-Entry Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be Notes and delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.113.4. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.113.4:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the IssuerIssuer (except for any fractional units which cannot be accepted by DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11section 2.10. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.10:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the IssuerIssuer (except for any fractional units which cannot be accepted by DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will may be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyCompany or its agent, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall may initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuancewhen authorized by an Issuer Order, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11SECTION 2.12 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section 2.11SECTION 2.12 hereof:

Book-Entry Notes. The Except as provided in Section 2.12, the Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Book Entry Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Except as provided in Section 2.13, the Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee, as agent for Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes, upon original issuance, will ---------------- shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co.Co. , the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to ---------------- Section 2.112.13:

Book-Entry Notes. The Notes, upon original ---------------- issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Unless otherwise provided in the related Terms Supplement, the Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.16. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.16:

Book-Entry Notes. The Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Book- Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The NotesUnless otherwise provided in any related Indenture Supplement, the Notes of a Series, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes of each Series shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. (a) The Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be such Notes registered initially or from time to time on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will thereof shall receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture TrusteeBank One, National Association, as agent custodian for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the IssuerOwner Trustee. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.14. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.14:

Book-Entry Notes. The Notes, upon original issuance, will ---------------- be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be ---------------- issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyCompany or its custodian, the initial Clearing Agency, by, or on behalf of, the IssuerTrust. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11:: ----------------

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee________________, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the th Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes (other than the Class A-2b Notes), upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner Noteholder of such Notes will receive a definitive Definitive Note representing such Note Owner’s Noteholder's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners Noteholders pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11:2.12: (Nissan 2003-B Indenture)

Book-Entry Notes. The Notes, upon original issuance, will ---------------- be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will ---------------- be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will ---------------- be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the IssuerIssuer (except for any fractional units which cannot be accepted by DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will ---------------- be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner Noteholder of such Notes will receive a definitive Definitive Note representing such Note Owner’s Noteholder's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners Noteholders pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to (or held by the Indenture Trustee, as agent for Trustee on behalf of) The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.112.13:

Book-Entry Notes. The NotesNotes (except for the Class C Notes or the Class D Notes as specified in Section 2.11 below), upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner Noteholder of such Notes will receive a definitive Definitive Note representing such Note Owner’s Noteholder's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners Noteholders pursuant to Section 2.11:

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the IssuerIssuer (except for any fractional units which cannot be accepted by DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.10. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.10:

Book-Entry Notes. The Notes, upon original issuance, will ---------------- be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will shall receive a definitive Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12:

Book-Entry Notes. The Except as provided in Section 2.11, the Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.112.12: