Common use of Book-Entry Notes Clause in Contracts

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive definitive Note representing such Note Book-Entry Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Book-Entry Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar Registrar, the Note Insurer and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Owner of the Notes, and shall have no obligation to the Note Book-Entry Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Book-Entry Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Book-Entry Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Owners of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Book-Entry Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

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 Cede & Co., as nominee of The Depository Trust Company, as the initial Clearing Agency, byor its custodian, by or on behalf ofof the Issuing Entity, or in the Issuercase of Retained Notes, at the Depositor’s option, as Definitive Notes delivered to the Depositor or its representative. The Such Book-Entry Note or 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 shall receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered the Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section 2.10 shall be in full force and effect; (b) the Note Registrar and Registrar, the Indenture Trustee and the Paying Agent shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the such Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, such Notes and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (d) the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will shall make book-entry transfers among between the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesClass, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has (i) received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes Notes; and has (ii) delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.122.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.13: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will Term Notes shall initially be issued in the form of typewritten as one or more Term Notes representing held by the Book-Entry NotesCustodian or, if appointed to be delivered to The hold such Term Notes as provided below, the Depository Trust Company, the initial Clearing AgencyDepository, byand registered in the name of its nominee Cede & Co. Except as provided below, or on behalf of, registration of such Term Notes may not be transferred by the IssuerIndenture Trustee except to another Depository that agrees to hold such Term Notes for the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co.Custodian may, and, if it is no longer qualified to act as such, the nominee Book-Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Master Servicer and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the initial Clearing AgencyDepository is the successor to the Book-Entry Custodian. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor's duties as Book-Entry Custodian. The Depositor shall have the right to inspect, and no Note to obtain copies of, any Term Notes held as Book-Entry Notes by the Book-Entry Custodian. No Beneficial Owner thereof will receive a Definitive Note representing such Note Beneficial Owner’s 's interest in such Note, except as provided in Section 2.124.08. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Beneficial Owners pursuant to Section 2.124.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Term Notes, and shall have no obligation to the Note OwnersOwners of Term Notes; (ciii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (div) the rights of Note Beneficial Owners shall be exercised only through the Clearing Agency Depository and shall be limited to those established by law and agreements between such Note Owners of Term Notes and the Clearing Agency or Depository and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Term Notes are issued pursuant to Section 2.124.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Term Notes evidencing a specified percentage of the Outstanding Amount Security Balances of the Notes or the Controlling Class of Term Notes, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Beneficial Owners or Clearing Agency and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Term Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof of such Note will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") representing Notes have been issued to such Note Owners pursuant to Section 2.12Owners: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict conflicts with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12issued, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes (or the Controlling a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will shall receive a definitive, fully registered note (a “Definitive Note Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository AgreementAgreements. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-book- entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders the holders of the Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, ---------------- will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, Each Class of Notes will be issued in the form of typewritten Notes or Global Securities representing the Book-–Entry Notes, to be delivered to The Depository Trust CompanyDTC, 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 AgencyDTC, and no Note Owner owner thereof will receive a Definitive definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.122.11: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreementprocedures of the Clearing Agency. Unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry Book–Entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

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 Depository Trust CompanyIndenture Trustee, as custodian for 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 Book Entry Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the such Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants Participants; pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or Holders of Notes of any Class, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes (or any Class thereof, including the Controlling Class of NotesClass), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Outstanding Amount of the Notes (or Class thereof, including the Controlling Class) and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or of the Controlling Class Notes of Notesany Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or of the Controlling Class Notes of Notesany Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, Each Class of Notes will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to The Depository the Trust CompanyAdministrator as custodian for, 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and Registrar, the Indenture Trustee and the Trust Administrator shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the Note Registrar shall not register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-book entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount Balance of the Notes (or the Controlling Priority Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeTrustee or the Trust Administrator, as the case may be.

Book-Entry Notes. The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless , and unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the such Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of such Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued in respect of the Book-Entry Notes pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the Outstanding Amount of the Notes (or the Controlling Class of Notes) evidencing a specified percentage of the Outstanding Amount of the Notes or the of any Controlling Class or of Notessuch Class or of two or more of such Classes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or of Book-Entry Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the such Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will shall receive a definitive, fully registered note (a "Definitive Note Note") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar Registrar, the Indenture Administrator and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Administrator and the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Section 406 of ERISA or Section 4975 of the Code, a prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

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 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants Participants; pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or Holders of Notes of any Class, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The 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 thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

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 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., or the nominee of the initial Clearing Agency, and no Note Owner thereof Noteholder of such Notes will receive a Definitive Note representing such Note Owner’s Noteholder's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners Noteholders pursuant to Section 2.122.11: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note OwnersNoteholders; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency or and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuancewhen authorized by an Issuer Order, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.12 hereof. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.12 hereof: (ai) the provisions of this Section 2.10 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Indenture Trustee [and the Securities Insurer] shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.12 hereof, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the applicable initial Clearing Agency, byAgency by the Issuer, or by the Indenture Trustee 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 each initial Clearing Agency, and no Note Owner thereof will shall receive a definitive, fully registered note (a "Definitive Note Note") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless Agreements; and unless and until Definitive Notes are issued pursuant to Section 2.12, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, an employee benefit plan or other retirement arrangement ("Plan"), such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Plan subject to Section 406 of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Plan subject to a substantially similar federal, state, local or foreign law ("Similar Law"), a non-exempt violation of such substantially Similar Law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the applicable initial Clearing Agency, byAgency by the Issuer, or by the Indenture Trustee 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 each initial Clearing Agency, and no Note Owner thereof will shall receive a definitive, fully registered note (a “Definitive Note Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless Agreements; and unless and until Definitive Notes are issued pursuant to Section 2.12, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, an employee benefit plan or other retirement arrangement (“Plan”), such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Plan subject to Section 406 of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Plan subject to a substantially similar federal, state, local or foreign law (“Similar Law”), a non-exempt violation of such substantially Similar Law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, an employee benefit plan or other retirement arrangement ("Plan"), such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Plan subject to Section 406 of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Plan subject to a substantially similar federal, state, local or foreign law ("Similar Law"), a non-exempt violation of such substantially Similar Law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or of the Controlling Class of NotesClass, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository AgreementAgreements. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders the holders of the Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, ---------------- will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, Each Class of Notes will be issued in the form of typewritten Notes or Global Securities representing the Book-–Entry Notes, to be delivered to The Depository Trust CompanyDTC, 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 AgencyDTC, and no Note Owner owner thereof will receive a Definitive definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.122.11: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry Book–Entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Issuer, the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, DTC or to the Trustee as custodian for 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 thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.

Book-Entry Notes. The Notes, upon original issuancewhen authorized by an Issuer Order, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.12 hereof. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.12 hereof: (ai) the provisions of this Section 2.10 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Indenture Trustee and the Securities Insurer shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.12 hereof, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will shall receive a definitive, fully registered note (a "Definitive Note Note") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes notes representing the Book-Entry Notes, to be delivered to The Depository Trust Companythe Indenture Trustee, as agent for DTC, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry One fully registered Note shall be issued with respect to each $500 million in principal amount of each Class of Notes and any such lesser amount. 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 thereof will shall receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Noteholders of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant or Persons acting through Clearing Agency Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes or the Controlling Class of Outstanding Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will Each Class of Notes shall initially be issued in as one or more Notes held by the form of typewritten Book Entry Custodian or, if appointed to hold such Notes representing as provided below, the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. The Book-Entry Notes shall be and registered initially on the Note Register in the name of its nominee Cede & Co.Co. Except as provided below, registration of such Notes may not be transferred by the Indenture Trustee except to another Depository that agrees to hold such Notes for the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as the Book Entry Custodian and hereby agrees to act as such in acxxxxxxce herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book Entry Custodian may, and, if it is no longer qualified to act as such, the nominee Book Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Master Servicer and, if the Indenture Trustee is not the Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book Entry Custodian under such conditions as the predecessor Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the initial Clearing AgencyDepository is the successor to the Book Entry Custodian. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor's duties as Book Entry Custodian. The Depositor shall have the right to inspect, and no Note to obtain copies of, any Notes held as Book Entry Notes by the Book Entry Custodian. No Beneficial Owner thereof will receive a Definitive Note representing such Note Beneficial Owner’s 's interest in such Note, except as provided in Section 2.124.08. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Beneficial Owners pursuant to Section 2.124.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note OwnersOwners of Notes; (ciii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (div) the rights of Note Beneficial Owners shall be exercised only through the Clearing Agency Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Clearing Agency or Depository and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.124.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount aggregate Note Balance of the Notes or the Controlling Class of Notes, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Beneficial Owners or Clearing Agency and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will ---------------- shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will shall receive a Definitive definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12:---------------- (ai) the provisions of this Section 2.11 shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; unless and until Definitive Notes are issued pursuant to Section 2.122.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon written instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount principal amount of the Notes or the Controlling any Class of NotesNotes Outstanding, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. (a) The Class A Notes, the Class B Notes and, to the extent sold to QIBs pursuant to Rule 144A, the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, DTC or to the Trustee as custodian for 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 thereof of such Notes will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners of the Class A Notes, Class B Notes and Class C Notes pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued to Note Owners of Class A Notes, Class B Notes or Class C Notes pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Class A Notes, Class B Notes and Class C Notes to such Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling any Class of Notesthereof, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes of such Class and has delivered such instructions to the Trustee; and (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office. (b) Subject to Section 2.4(i), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of Clearstream, respectively, shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream (which shall only occur in the case of the Temporary Regulation S Global Note and the Permanent Regulation S Global Note). Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture Trusteewith respect to such Global Note and the registered holder may be treated by the Issuer, the Indenture, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.

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 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 thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Principal Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, ---------------- will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes (other than any Retained Notes), upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 Note representing such Note Owner’s interest in such NoteNote (other than in the case of any Retained Notes), except as provided in Section 2.12. Unless Except for any Retained Notes, and, otherwise, unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;; 7 (Nissan 2013-C Indenture) (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or of the Controlling Class Notes of Notesany Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 shall receive a Definitive definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, Notes will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to The Depository Trust Companythe Indenture Trustee as custodian for, 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 interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section 2.10 shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (div) the rights of Note Owners of Notes shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage with respect to the Notes only to the extent that it has received instructions to such effect from Note Owners or of the Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes or the Notes, as applicable, and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes (other than any Retained Notes), upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. 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 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the such Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of such Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued in respect of the Book-Entry Notes pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of the Class [A-1] Notes, the Class [A-2] Notes, the Class [A-3] Notes and/or the Class [A-4] Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling of any such Class or of Notestwo or more of such Classes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or of Book-Entry Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the such Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes (other than any Retained Notes), upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 Note representing such Note Owner’s interest in such NoteNote (other than in the case of any Retained Notes), except as provided in Section 2.12. Unless Except for any Retained Notes, and, otherwise, unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;; 7 (Nissan 2015-B Indenture) (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or of the Controlling Class Notes of Notesany Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will Each Class of Notes shall initially be issued in as one or more Notes held by the form of typewritten Book Entry Custodian or, if appointed to hold such Notes representing as provided below, the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. The Book-Entry Notes shall be and registered initially on the Note Register in the name of its nominee Cede & Co.Co. Except as provided below, registration of such Notes may not be transferred by the Indenture Trustee except to another Depository that agrees to hold such Notes for the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as the Book Entry Custodian and xxxxxx agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book Entry Custodian may, and, if it is no longer qualified to act as such, the nominee Book Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Master Servicer and, if the Indenture Trustee is not the Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book Entry Custodian under such conditions as the predecessor Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the initial Clearing AgencyDepository is the successor to the Book Entry Custodian. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor's duties as Book Entry Custodian. The Depositor shall have the right to inspect, and no Note to obtain copies of, any Notes held as Book Entry Notes by the Book Entry Custodian. No Beneficial Owner thereof will receive a Definitive Note representing such Note Beneficial Owner’s 's interest in such Note, except as provided in Section 2.124.08. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Beneficial Owners pursuant to Section 2.124.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note OwnersOwners of Notes; (ciii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (div) the rights of Note Beneficial Owners shall be exercised only through the Clearing Agency Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Clearing Agency or Depository and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.124.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount aggregate Note Balance of the Notes or the Controlling Class of Notes, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Beneficial Owners or Clearing Agency and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, Each Class of Notes will be issued in the form of typewritten Notes or Global Securities representing the Book-Book Entry Notes, to be delivered to, or to The Depository Trust Companythe Indenture Trustee as custodian for, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-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 interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the Note Registrar shall not register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-book entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount Balance of the Notes (or the Controlling Priority Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or of the Controlling Class Notes of Notesany Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as the 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 thereof will shall receive a definitive, fully registered note (a “Definitive Note Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar Registrar, the Indenture Administrator and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Administrator and the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. The Notes, upon original issuancewhen authorized by an Issuer Order, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.12 hereof. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.12 hereof: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.12 hereof, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount Voting Interests of the Notes or the Controlling Class of Outstanding Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.11: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.

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 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 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.11: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes (other than any Retained Notes), upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 Note representing such Note Owner’s interest in such NoteNote (other than in the case of any Retained Notes), except as provided in Section 2.12. Unless Except for any Retained Notes, and, otherwise, unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;; 7 (Nissan 2015-C Indenture) (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or of the Controlling Class Notes of Notesany Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes (other than any Retained Notes), upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 Note representing such Note Owner’s interest in such NoteNote (other than in the case of any Retained Notes), except as provided in Section 2.12. Unless Except for any Retained Notes, and, otherwise, unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;; 7 (Nissan 2014-B Indenture) (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or of the Controlling Class Notes of Notesany Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

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 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 thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section SECTION 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section SECTION 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section SECTION 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes (other than any Retained Notes), upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 7 (NAROT 2022-B Indenture) 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 interest in such NoteNote (other than in the case of any Retained Notes), except as provided in Section 2.12. Unless Except for any Retained Notes, and, otherwise, unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or of the Controlling Class Notes of Notesany Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 AgencyThe Depository Trust Company, and no Note Owner thereof will shall receive a definitive, fully registered note (a “Definitive Note Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless Agreements; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 AgencyThe Depository Trust Company, and no Note Owner thereof will shall receive a definitive, fully registered note (a “Definitive Note Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. The Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.122.13. Unless and until definitive, fully registered Class A-2 Notes, Class A-3 Notes or Class A-4 Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.13: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, Book-Entry Notes and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will ---------------- be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant or Persons acting through Clearing Agency Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will shall receive a definitive, fully registered note (a "Definitive Note Note") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeAdministrator; and (vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

Book-Entry Notes. The Notes, upon original issuance, will ---------------- be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository AgreementAgreements. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

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 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., or the nominee of the initial Clearing Agency, and no Note Owner thereof Noteholder of such Notes will receive a Definitive Note representing such Note Owner’s Noteholder's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners Noteholders pursuant to Section 2.122.11: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note OwnersNoteholders; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency or and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required 13 20 percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, held by the initial Indenture Trustee as custodian on behalf of the applicable 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 thereof will shall receive a definitive, fully registered note (a “Definitive Note Note”) representing such Note Owner’s interest in such Book-Entry Note, except as provided in Section 2.122.12 hereof. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.122.12 hereof: (a) the provisions of this Section 2.10 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (d) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.122.12 hereof, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and; (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (f) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a prohibited transaction class exemption or other applicable administrative or statutory exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, State, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.

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 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants Participants; pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or Holders of Notes of any Class, including the Controlling Class) evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Unless otherwise provided in the applicable Series Supplement, each Series of 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 Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Issuer. The Book-Entry Issuer and such Note or Notes shall be registered initially on the Note Register in the name of the Clearing Agency or its nominee (initially, Cede & Co., the nominee of the initial Clearing Agency, and no ). No Note Owner thereof will shall receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) with respect to such Notes have been issued to such Note Owners pursuant to Section 2.12: (a) , with respect to such Notes: the provisions of this Section 2.10 shall be in full force and effect; (b) ; the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the such Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, such Notes and shall have no obligation to the Note Owners; (c) ; to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (d) ; the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless Participants, and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will shall make book-entry transfers among between the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants, pursuant to the Clearing Agency Agreement; and (e) and whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount outstanding principal balance of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has (i) received written instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and (ii) has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will Each Class of Notes shall initially be issued in as one or more Notes held by the form of typewritten Book Entry Custodian or, if appointed to hold such Notes representing as provided below, the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. The Book-Entry Notes shall be and registered initially on the Note Register in the name of its nominee Cede & Co.Co. Except as provided below, registration of such Notes may not be transferred by the Indenture Trustee except to another Depository that agrees to hold such Notes for the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as the Book Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the axxxxxxnt that it has with the Depository authorizing it to act as such. The Book Entry Custodian may, and, if it is no longer qualified to act as such, the nominee Book Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Master Servicer and, if the Indenture Trustee is not the Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book Entry Custodian under such conditions as the predecessor Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the initial Clearing AgencyDepository is the successor to the Book Entry Custodian. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor's duties as Book Entry Custodian. The Depositor shall have the right to inspect, and no Note to obtain copies of, any Notes held as Book Entry Notes by the Book Entry Custodian. No Beneficial Owner thereof will receive a Definitive Note representing such Note Beneficial Owner’s 's interest in such Note, except as provided in Section 2.124.08. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Beneficial Owners pursuant to Section 2.124.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note OwnersOwners of Notes; (ciii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (div) the rights of Note Beneficial Owners shall be exercised only through the Clearing Agency Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Clearing Agency or Depository and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.124.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount aggregate Note Balance of the Notes or the Controlling Class of Notes, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Beneficial Owners or Clearing Agency and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Class A Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, Notes to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Class A 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 thereof Noteholder of such Class A Notes will receive a Definitive Note representing such Note OwnerNoteholder’s interest in such Class A Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners Class A Noteholders pursuant to Section 2.122.11: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes and the giving of instructions or directions hereunder) as the sole holder of the Class A Notes, and shall have no obligation to the Note OwnersClass A Noteholders; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners the Class A Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Class A Noteholders and the Clearing Agency or and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Class A Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee in a form reasonably acceptable to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, Each Class of Notes will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to The Depository the Trust CompanyAdministrator as custodian for, 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 interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and Registrar, the Indenture Trustee and the Trust Administrator shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the Note Registrar shall not register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-book entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount Balance of the Notes (or the Controlling Priority Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeTrustee or the Trust Administrator, as the case may be.

Book-Entry Notes. The Notes, upon original issuancewhen authorized by an Issuer Order, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12SECTION 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 2.12SECTION 2.12 hereof: (ai) the provisions of this Section SECTION 2.10 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Indenture Trustee [and the Securities Insurer] shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section SECTION 2.10 conflict with any other provisions of this Indenture, the provisions of this Section SECTION 2.10 shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12SECTION 2.12 hereof, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or of the Controlling Class of NotesClass, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as 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 thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency or and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

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 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., or the nominee of the initial Clearing Agency, and no Note Owner thereof Noteholder of such Notes will receive a Definitive Note representing such Note Owner’s Noteholder's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners Noteholders pursuant to Section 2.122.11: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note OwnersNoteholders; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency or and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will -15- 23 make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to [ ] 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 thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Class A Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Class A 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 thereof will shall receive a Definitive Note representing such Class A Note Owner’s 's interest in such Class A Note, except as provided in Section 2.12. Unless and until definitive, fully registered the Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section 2.10 shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Class A Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.122.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Class A Notes to such Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Class A Noteholders evidencing a specified percentage of the Outstanding Amount of the Notes Class A Note Balance or the Controlling Class of NotesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Class A Notes and has delivered such instructions to the Indenture Trustee; and (vi) Note Owners may receive copies of any reports sent to Class A Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to ________________, 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 thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuancewhen authorized by an Issuer Order, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.122.12 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.122.12 hereof: (ai) the provisions of this Section 2.10 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Indenture Trustee [and the Securities Insurer] shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.12 hereof, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section 2.122.11: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.

Book-Entry Notes. The Notes, upon original issuance, will ---------------- be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (evi) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

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 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., or the nominee of the initial Clearing Agency, and no Note Owner thereof Noteholder of such Notes will receive a Definitive Note representing such Note Owner’s Noteholder's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners Noteholders pursuant to Section 2.122.11: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note OwnersNoteholders; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency or and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.required

Book-Entry Notes. The Unless otherwise specified in any related Indenture Supplement for any Series or Class, the Notes, upon original issuance, will shall be issued in the form of typewritten one or more Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, Agency or Foreign Clearing Agency on behalf of, of the Issuer. The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyAgency or Foreign Clearing Agency or its nominee, and no Note Owner thereof beneficial owner of Notes will receive a Definitive Note definitive note representing such Note Ownerbeneficial owner’s interest in such Notethe Notes, except as provided in Section 2.122.13. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners the applicable beneficial owners pursuant to Section 2.122.13 or as otherwise specified in any such Indenture Supplement: (a) the provisions of this Section 2.11 shall be in full force and effecteffect with respect to each such Series; (b) the Note Registrar Issuer, the Transferor and the Indenture Trustee shall be entitled to deal with the Clearing Agency or Foreign Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunderdistributions) as the sole holder authorized representatives of the beneficial owners of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control;control with respect to each such Series; and (d) the rights of Note Owners the respective beneficial owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners beneficial owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.122.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the related Notes to such Clearing Agency Participants; and (e) whenever . For purposes of any provision of this Indenture requires requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of Holders of Notes at the direction of, Noteholders evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class aggregate unpaid principal amount of Notes, such direction or consent may be given by beneficial owners (acting through the Clearing Agency, the Foreign Clearing Agency, or the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants Participants) owning or representing, respectively, such required percentage of the beneficial interest interests in the Notes and has delivered such instructions to evidencing the Indenture Trusteerequisite percentage of principal amount of Notes.

Book-Entry Notes. The Notes, upon original issuance, will ---------------- be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. (a) The Notesnotes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 Note representing such Note Beneficial Owner’s 's interest in such Note, except as provided in Section 2.122.13. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Beneficial Owners pursuant to Section 2.122.13: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar Registrar, the Note Insurer and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the NotesNotes (subject to Section 8.16 hereof), and shall have no obligation to the Note Beneficial Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Beneficial Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesNote Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Beneficial Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. (b) Except as provided in Section 2.06, registration of Book-Entry Notes may not be transferred by the Note Registrar except to another Clearing Agency that agrees to hold such Book-Entry Notes for the respective Beneficial Owners. Beneficial Owners shall hold their respective ownership interests in and to such Book-entry Notes through the book-entry facilities of the Clearing Agency. Except as provided below, Beneficial Owners shall not be entitled to Definitive Notes. (c) All transfers by Beneficial Owners of their respective ownership interests in the Book-Entry Notes shall be made in accordance with the procedures established by the Clearing Agency Participant or brokerage firm representing such Beneficial Owner. Each Clearing Agency Participant shall only transfer the ownership interests in the Book-Entry Notes of the Beneficial Owners it represents or of brokerage firms for which it acts as agent in accordance with the Clearing Agency's normal procedures. (d) The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Clearing Agency authorizing it to act as such. The Book-Entry Custodian may, and, if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a written instrument delivered to the Issuer, the Servicer, the Note Insurer and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the Clearing Agency or any successor Clearing Agency) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Clearing Agency or any successor Clearing Agency may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Clearing Agency. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Clearing Agency shall immediately succeed to its predecessor's duties as Book-Entry Custodian. The Issuer shall have the right to inspect, and to obtain copies of, any Book-Entry Notes held by the Book-Entry Custodian. (e) Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to the Beneficial Owners pursuant to Section 2.13, the Indenture Trustee shall give all such notices and communications specified herein to be given to Holders of the Notes to the Clearing Agency, and shall have no obligation to the Beneficial Owners. (f) Registration of the Notes may not be transferred by the Note Registrar except upon Book-Entry Termination. In such case, the Note Registrar shall deal with the Clearing Agency as representatives of the Beneficial Owners of such Notes for purposes of exercising the rights of Noteholders hereunder. Each payment of principal of and interest on a Book-Entry Note shall be paid to the Clearing Agency, which shall credit the amount of such payments to the accounts of its Clearing Agency Participants in accordance with its normal procedures. Each Clearing Agency Participant shall be responsible for disbursing such payments to the Beneficial Owners of the Book-Entry Notes that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Beneficial Owners of the Book-Entry Notes that it represents. All such credits and disbursements are to be made by the Clearing Agency and the Clearing Agency Participants in accordance with the provisions of the Notes. None of the Indenture Trustee, the Note Registrar, if any, the Issuer, or any Paying Agent or the Note Insurer shall have any responsibility therefor except as otherwise provided by applicable law. Requests and directions from, and votes of, such representatives shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will Each Class of Notes shall initially be issued in as one or more Notes held by the form of typewritten Book Entry Custodian or, if appointed to hold such Notes representing as provided below, the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. The Book-Entry Notes shall be and registered initially on the Note Register in the name of its nominee Cede & Co.Co. Except as provided below, registration of such Notes may not be transferred by the Indenture Trustee except to another Depository that agrees to hold such Notes for the respective Beneficial Owners. The Indenture Trustee is hereby initially appointed as the Book Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the xxxxxxent that it has with the Depository authorizing it to act as such. The Book Entry Custodian may, and, if it is no longer qualified to act as such, the nominee Book Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Master Servicer and, if the Indenture Trustee is not the Book Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book Entry Custodian under such conditions as the predecessor Book Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any new appointment, except if the initial Clearing AgencyDepository is the successor to the Book Entry Custodian. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor's duties as Book Entry Custodian. The Depositor shall have the right to inspect, and no Note to obtain copies of, any Notes held as Book Entry Notes by the Book Entry Custodian. No Beneficial Owner thereof will receive a Definitive Note representing such Note Beneficial Owner’s 's interest in such Note, except as provided in Section 2.124.08. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Beneficial Owners pursuant to Section 2.124.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note OwnersOwners of Notes; (ciii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (div) the rights of Note Beneficial Owners shall be exercised only through the Clearing Agency Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Clearing Agency or Depository and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.124.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount aggregate Note Balance of the Notes or the Controlling Class of Notes, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Beneficial Owners or Clearing Agency and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to 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 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (ai) the provisions of this Section shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (div) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Bank of New York, as 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 thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or and/or the Clearing Agency Participants pursuant or Persons acting through Clearing Agency Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes (or any class thereof, including the Controlling Class of NotesNote Class), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or class thereof, including the Controlling Note Class) and has delivered such instructions to the Indenture Trustee.