Common use of Book-Entry Notes Clause in Contracts

Book-Entry Notes. Each Class of Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository 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 Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the IssuerIssuing Entity. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each The Notes (other than the Class of B-2 Notes), upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall 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 Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Beneficial Owner shall Noteholder of such Notes will receive a Definitive Note representing such Beneficial OwnerNoteholder's interest in such Note, except as provided in Section 4.082.11. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners Noteholders pursuant to Section 4.082.11: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Depository 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 Beneficial OwnersNoteholders; (c) 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; (d) the rights of Beneficial Owners Noteholders shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Owners of Notes Noteholders and the Depository Clearing Agency and/or the Depository Clearing Agency Participants. Unless Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 4.082.11, the initial Depository Clearing Agency will make book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances of the NotesOutstanding Amount, the Depository Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners Noteholders and/or Depository 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. Each Class of (a) The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Paying Agent, the Indenture Trustee and the Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository 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 Beneficial Owners 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 TrusteeSecurities Administrator. (b) The Class N Notes offered and sold in reliance on the exemption from registration under Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit A-2 added to the forms of such Class N Notes (each, a “Restricted Global Security”), which shall be deposited on behalf of the subscribers for such Class N Notes represented thereby with the Securities Administrator as custodian for the Depository and registered in the name of a nominee of the Depository, duly executed by the Issuer and authenticated by the Securities Administrator as hereinafter provided. The aggregate Note Balance of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Administrator or the Depository or its nominee, as the case may be, as hereinafter provided. (c) The Class N Notes sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit A-2 hereto added to the forms of such Class N Notes (each, a “Regulation S Global Security”), which shall be deposited on behalf of the subscribers for such Class N Notes represented thereby with the Securities Administrator as custodian for the Depository, duly executed by the Issuer and authenticated by the Securities Administrator as hereinafter provided. The aggregate Note Balance of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

Book-Entry Notes. Each Class of Term Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Term Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Term Notes (such Term Notes, together with the Variable Pay Revolving Notes, the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Term Notes and the Depository and/or or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Term Notes evidencing a specified percentage of the Note Balances of the Term Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository 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 Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of Term Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Term Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Term Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Term Notes evidencing a specified percentage of the Term Note Balances of the Term Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Indenture Trustee, the Paying Agent and the Indenture Trustee Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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 Securities Administrator and the Indenture Trustee, as required by this Indenture.

Book-Entry Notes. Each Class of Term Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Term Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Term Notes (such Term Notes, together with the Variable Pay Revolving Notes, the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Term Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Term Notes evidencing a specified percentage of the Note Balances of the Term Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of (a) The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Paying Agent, the Indenture Trustee and the Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository 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 Beneficial Owners 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 TrusteeSecurities Administrator. (b) The Class N Notes offered and sold in reliance on the exemption from registration under Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit A added to the forms of such Class N Notes (each, a “Restricted Global Security”), which shall be deposited on behalf of the subscribers for such Class N Notes represented thereby with the Securities Administrator as custodian for the Depository and registered in the name of a nominee of the Depository, duly executed by the Issuer and authenticated by the Securities Administrator as hereinafter provided. The aggregate Note Balance of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Administrator or the Depository or its nominee, as the case may be, as hereinafter provided. (c) The Class N Notes sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit A hereto added to the forms of such Class N Notes (each, a “Regulation S Global Security”), which shall be deposited on behalf of the subscribers for such Class N Notes represented thereby with the Securities Administrator as custodian for the Depository, duly executed by the Issuer and authenticated by the Securities Administrator as hereinafter provided. The aggregate Note Balance of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

Book-Entry Notes. Each Class of The Offered Notes, upon original issuance, shall will be issued in the form of typewritten Notes notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, by or on behalf of, of the Issuer. Such The Offered Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's ’s interest in such the related Offered Note, except as provided in Section 4.08. Unless and until definitive, fully fully-registered Offered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Holder of the Offered Notes, and shall have no obligation to the Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository Depository, and shall be limited to those established by law and agreements between such the related Beneficial Owners of Notes and the Depository and/or or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will shall make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Offered Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing representing a specified percentage of the aggregate Note Balances of the NotesBalance, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes percentage, and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall 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 Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Beneficial Owner shall Noteholder of such Notes will receive a Definitive Note representing such Beneficial OwnerNoteholder's interest in such Note, except as provided in Section 4.082.11. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners Noteholders pursuant to Section 4.082.11: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Depository 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 Beneficial OwnersNoteholders; (c) 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; (d) the rights of Beneficial Owners Noteholders shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Owners of Notes Noteholders and the Depository Clearing Agency and/or the Depository Clearing Agency Participants. Unless Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 4.082.11, the initial Depository Clearing Agency will make book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances of the NotesOutstanding Amount, the Depository Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners Noteholders and/or Depository 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. Each Class of NotesNote, upon original issuance, shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to which shall be delivered to The deposited on behalf of the purchasers of the Notes represented by such Book-Entry Note with the Depository Trust Companyor the Indenture Trustee, as custodian for the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be and registered on the Note Register in the name of the Depository or a nominee thereof (initially, such nominee to be Cede & Co., the nominee of the initial Depository, and no Beneficial ). No Owner shall receive a Definitive Note representing such Beneficial Owner's ’s interest in such NoteNotes, except as provided in Section 4.082.13. Unless and until definitive, fully registered Definitive Notes (the "Definitive Notes") have been issued to Beneficial such Owners pursuant to Section 4.082.13: (ai) the provisions of this Section 4.06 2.11 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository 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 Beneficial such Owners; (ciii) to the extent that the provisions of this Section 4.06 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 2.11 shall control; (div) the rights of Beneficial the Owners shall be exercised only through the Depository and shall be limited to those established by law Applicable Law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless , and unless and until Definitive Notes are issued pursuant to Section 4.082.13, the initial Depository will shall make book-entry transfers among between the Depository Participants and receive and transmit payments of principal of and interest on the such Notes to such Depository Participants, pursuant to the Depository Agreement; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances Balance of the Outstanding Notes, the Depository shall be deemed to represent such percentage only to the extent that it has (x) received written instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has (y) delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Each Class of The Offered Notes, upon original issuance, shall will be issued in the form of typewritten Notes notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, by or on behalf of, of the Issuer. Such The Offered Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such the related Offered Note, except as provided in Section 4.08. Unless and until definitive, fully fully-registered Offered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Holder of the Offered Notes, and shall have no obligation to the Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository Depository, and shall be limited to those established by law and agreements between such the related Beneficial Owners of Notes and the Depository and/or or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will shall make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Offered Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing representing a specified percentage of the aggregate Note Balances of the NotesBalance, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes percentage, and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten definitive Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 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 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 Beneficial 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) subject to the last sentence of Section 4.12, the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) subject to the last sentence of Section 4.12, whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Indenture Trustee and the Credit Enhancer shall be entitled to deal with the 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository ParticipantsParticipants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing constituting the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in ’s security entitlement to such Book-Entry Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial Owners; (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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in security entitlements to the Book-Entry Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar Registrar, the Indenture Trustee, the Paying Agent and the Indenture Trustee Securities Administrator shall be entitled to deal with the 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, Notes and shall have no obligation to the Beneficial OwnersOwners of the Notes; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will shall make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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 Securities Administrator and the Indenture Trustee, as required by this Indenture.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall ---------------- will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository ParticipantsParticipants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the IssuerIssuing Entity. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless ; unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the IssuerIssuing Entity. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Book-Entry Note, except as provided in Section 4.08. Unless With respect to such Book-Entry Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent, the Note Insurer and the Indenture Trustee shall be entitled to deal with the Depository 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 Book-Entry Notes, and shall have no obligation to the Beneficial OwnersOwners of the Book-Entry 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Book-Entry Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Book-Entry Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage with respect to the Book-Entry Notes only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Each Class of (a) The Notes, upon original issuance, shall 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 Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Beneficial Owner shall Noteholder will receive a Definitive Note representing such Beneficial Owner's Noteholder’s interest in such Note, except as provided in Section 4.082.11. Unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners Noteholders pursuant to Section 4.082.11: (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 Depository 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 Beneficial OwnersNoteholders; (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 Beneficial Owners Noteholders shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Owners of Notes Noteholders and the Depository Clearing Agency and/or the Depository Clearing Agency Participants. Unless Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 4.082.11, the initial Depository Clearing Agency will make book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances of the NotesOutstanding Amount, the Depository Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners Noteholders and/or Depository 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) The Non-Offered Notes issued to the Trust Depositor will be represented by one or more permanent global notes in definitive, fully registered form without interest coupons (each, a “Rule 144A Global Note”). Each Rule 144A Global Note shall be deposited with the Indenture Trustee, as custodian for DTC, and shall be registered in the name of DTC or its nominee. The aggregate principal amount of a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee (as custodian for DTC), DTC, or its nominee, as herein provided, which adjustments shall be conclusive as to the Outstanding Amount of such Rule 144A Global Note.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial OwnersNoteholders; (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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners of Notes and the Depository and/or the Depository ParticipantsParticipants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing constituting the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in ’s security entitlement to such Book-Entry Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent, the Indenture Trustee and the Indenture Trustee shall be entitled to deal with the 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 Beneficial Owners; (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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in security entitlements to the Book-Entry Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Each The Class of A-1 Notes and Class A-2 Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Paying Agent, the Indenture Trustee and the Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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 Securities Administrator and the Indenture Trustee. None of the Depositor, the Issuer, the Master Servicer, the Seller, the Securities Administrator, the Indenture Trustee, the Note Registrar and the Owner Trustee shall have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book- Entry Notes or for maintaining, supervising or reviewing any records relating to beneficial ownership interests or transfers thereof. The Class A-3, Class A-4, Class X-1, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes will be registered in full definitive form.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the IssuerIssuing Entity. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository 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 Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or 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. Each Class of (a) The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Paying Agent, the Indenture Trustee and the Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository 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 Beneficial Owners 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 TrusteeSecurities Administrator. (b) The Class N Notes offered and sold in reliance on the exemption from registration under Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit A added to the forms of such Class N Notes (each, a "Restricted Global Security"), which shall be deposited on behalf of the subscribers for such Class N Notes represented thereby with the Securities Administrator as custodian for the Depository and registered in the name of a nominee of the Depository, duly executed by the Issuer and authenticated by the Securities Administrator as hereinafter provided. The aggregate Note Balance of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Administrator or the Depository or its nominee, as the case may be, as hereinafter provided. (c) The Class N Notes sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit A hereto added to the forms of such Class N Notes (each, a "Regulation S Global Security"), which shall be deposited on behalf of the subscribers for such Class N Notes represented thereby with the Securities Administrator as custodian for the Depository, duly executed by the Issuer and authenticated by the Securities Administrator as hereinafter provided. The aggregate Note Balance of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Securities Administrator or the Depository or its nominee, as the case may be, as hereinafter provided.

Book-Entry Notes. Each Class Unless otherwise specified in the related Series Supplement for any Series or Class, the Notes of Noteseach Series, upon original issuance, shall be issued in the form of one or more typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial DepositoryClearing Agency specified in the applicable Series Supplement, by, or on behalf of, the Issuerrelated Obligors. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency or its nominee, and no Beneficial Owner shall Noteholder will receive a Definitive Note definitive certificate representing such Beneficial OwnerNoteholder's interest in such Notethe Notes, except as provided in Section 4.085.11. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners the applicable Noteholders pursuant to Section 4.085.11 or as otherwise specified in any such Series Supplement: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar related Obligors, the Servicer and the Indenture Trustee shall be entitled to may deal with the Depository Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the payment making of principal of and interest on the Notes and the giving of instructions or directions hereunderdistributions) as the sole holder authorized representatives of the Notes, and shall have no obligation to the Beneficial Ownersrespective Noteholders; (c) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this IndentureMaster Agreement, the provisions of this Section 4.06 shall control;; and (d) the rights of Beneficial Owners the respective Noteholders shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Owners of Notes Noteholders and the Depository and/or Clearing Agency or the Clearing Agency Participants. Pursuant to the Depository Participants. Unless Agreement, unless and until Definitive Notes are issued pursuant to Section 4.085.11, the initial Depository Clearing Agency will make book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the related Notes to such Depository Clearing Agency Participants; and (e) whenever . For purposes of any provision of this Indenture requires Master Agreement requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Noteholders of Notes evidencing a specified percentage of the Note Balances aggregate Maximum Series Limit of the Notes, such direction or consent may be given by Noteholders (acting through the Depository shall be deemed to represent such percentage only to Clearing Agency and the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants Clearing Agency Participants) owning or representing, respectively, such required Notes evidencing the requisite percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeMaximum Series Limits.

Book-Entry Notes. Each The Class of A-1, Class A-2, Class A-3 and Class A-4 Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the IssuerIssuing Entity. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Paying Agent, the Indenture Trustee and the Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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 Securities Administrator and the Indenture Trustee. None of the Depositor, the Issuing Entity, the Master Servicer, the Seller, the Securities Administrator, the Indenture Trustee, the Note Registrar and the Owner Trustee shall have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book-Entry Notes or for maintaining, supervising or reviewing any records relating to beneficial ownership interests or transfers thereof. The Class X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes will be registered in full definitive form.

Book-Entry Notes. Each The Notes (other than the Class of B-2 Notes), upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the IssuerIssuing Entity. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Offered Notes, upon original issuance, shall will be issued in the form of typewritten Notes notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, by or on behalf of, of the IssuerIssuing Entity. Such The Offered Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such the related Offered Note, except as provided in Section 4.08. Unless and until definitive, fully fully-registered Offered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Holder of the Offered Notes, and shall have no obligation to the Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository Depository, and shall be limited to those established by law and agreements between such the related Beneficial Owners of Notes and the Depository and/or or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will shall make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Offered Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing representing a specified percentage of the aggregate Note Balances of the NotesBalance, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes percentage, and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Indenture Trustee, the Paying Agent and the Indenture Trustee Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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 Securities Administrator and the Indenture Trustee, as required by this Indenture.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository ParticipantsParticipants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest Interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten a printed Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust CompanyDTC, the initial DepositoryClearing Agency, by, or on behalf of, the IssuerIssuer (or held by the Indenture Trustee as custodian for DTC). Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Beneficial Owner shall Noteholder will receive a Definitive Note representing such Beneficial Owner's Noteholder’s interest in such Note, except as provided in Section 4.082.11. Unless and until definitive, fully registered Definitive Notes (the "Definitive Notes") have been issued to Beneficial Owners Noteholders pursuant to Section 4.082.11: (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 Depository 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 Beneficial OwnersNoteholders; (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 Beneficial Owners Noteholders shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Owners of Notes Noteholders and the Depository Clearing Agency and/or the Depository Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and; (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances of the NotesOutstanding Amount, the Depository Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners Noteholders and/or Depository 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) Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.11, the 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.

Book-Entry Notes. Each Class of The Offered Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee as Custodian for the Depository. The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Offered Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.084.09. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.084.09: (ai) the provisions of this Section 4.06 4.07 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Beneficial OwnersOwners of the Notes; (ciii) to the extent that the provisions of this Section 4.06 4.07 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 4.07 shall control; (div) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.084.09, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class Unless otherwise specified in the related Series Supplement for any Series or Class, the Notes of Noteseach Series, upon original issuance, shall be issued in the form of one or more typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial DepositoryClearing Agency specified in the applicable Series Supplement, by, or on behalf of, the IssuerObligors. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency or its nominee, and no Beneficial Owner shall Noteholder will receive a Definitive Note definitive certificate representing such Beneficial OwnerNoteholder's interest in such Notethe Notes, except as provided in Section 4.085.11. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners the applicable Noteholders pursuant to Section 4.085.11 or as otherwise specified in any such Series Supplement: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar Obligors, the Servicer and the Indenture Trustee shall be entitled to may deal with the Depository Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the payment making of principal of and interest on the Notes and the giving of instructions or directions hereunderdistributions) as the sole holder authorized representatives of the Notes, and shall have no obligation to the Beneficial Ownersrespective Noteholders; (c) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this IndentureMaster Agreement, the provisions of this Section 4.06 shall control;; and (d) the rights of Beneficial Owners the respective Noteholders shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Owners of Notes Noteholders and the Depository and/or Clearing Agency or the Depository Clearing Agency Participants. Unless Pursuant to the 35 42 Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 4.085.11, the initial Depository Clearing Agency will make book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the related Notes to such Depository Clearing Agency Participants; and (e) whenever . For purposes of any provision of this Indenture requires Master Agreement requiring, or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Noteholders of Notes evidencing a specified percentage of the Note Balances aggregate Outstanding Amount of the Notes, such direction or consent may be given by Noteholders (acting through the Depository shall be deemed to represent such percentage only to Clearing Agency and the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants Clearing Agency Participants) owning or representing, respectively, such required Notes evidencing the requisite percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeOutstanding Notes.

Book-Entry Notes. Each The Class of I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1 and Class IV-A-2 Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the IssuerIssuing Entity. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee and the Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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 Securities Administrator and the Indenture Trustee. None of the Depositor, the Issuing Entity, the Master Servicer, the Seller, the Securities Administrator, the Indenture Trustee and the Owner Trustee shall have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book-Entry Notes or for maintaining, supervising or reviewing any records relating to beneficial ownership interests or transfers thereof. The Class X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes will be registered in full definitive form.

Book-Entry Notes. Each Class of The Term Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Term Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial Owners; Owners 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; (diii) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Term Notes and the Depository and/or the Depository ParticipantsParticipants pursuant to the Note Depository Agreement. Unless and until Definitive Term Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (eiv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Term Notes evidencing a specified percentage of the Note Security Balances of the Term Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this 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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository ParticipantsParticipants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances Balance of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Term Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Term Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Term Notes and the Depository and/or the Depository ParticipantsParticipants pursuant to the Note Depository Agreement. Unless and until Definitive Term Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Term Notes evidencing a specified percentage of the Note Security Balances of the Term Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be ---------------- issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Offered Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee as Custodian for the Depository. The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Offered Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.084.09. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.084.09: (ai) the provisions of this Section 4.06 4.07 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Beneficial OwnersOwners of the Notes; (ciii) to the extent that the provisions of this Section 4.06 4.07 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 4.07 shall control; (div) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.084.09, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the IssuerIssuing Entity. Such Notes shall initially be registered on the Note Register in the name of Cede & Co.[NAME OF HOLDER], the nominee of the initial Depository, and no Beneficial Owner shall Ownxx xxxl receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 Depository for all purposes of this Indenture (including the payment of principal prin- cipal 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 Beneficial OwnersNoteholders; (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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners of Notes and the Depository and/or the Depository ParticipantsParticipants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representingrepresent- ing, respectively, such required percentage of the beneficial benefi- cial interest in the Notes and has delivered such instructions instruc- tions to the Indenture Trustee.

Book-Entry Notes. Each The Class of A-1, Class A-2, Class M-1, Class M-2 and Class B-2 Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Paying Agent, the Indenture Trustee and the Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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 Securities Administrator and the Indenture Trustee. None of the Depositor, the Issuer, the Master Servicer, the Seller, the Securities Administrator, the Indenture Trustee, the Note Registrar and the Owner Trustee shall have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book-Entry Notes or for maintaining, supervising or reviewing any records relating to beneficial ownership interests or transfers thereof. The Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes will be registered in fully registered, definitive form.

Book-Entry Notes. Each The Notes (other than the Class of B Notes), upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Class A Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 Depository 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 Beneficial Owners; (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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners of Notes and the Depository and/or the Depository ParticipantsParticipants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Class A Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Class A Notes and has delivered such instructions instruc- tions to the Indenture Trustee.

Book-Entry Notes. Each The Class of NotesI-A-1, Class I-A-2, Class II-A-1 and Class II-A-2, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Paying Agent, the Indenture Trustee and the Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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 Securities Administrator and the Indenture Trustee. None of the Depositor, the Issuer, the Master Servicer, the Seller, the Securities Administrator, the Indenture Trustee, the Note Registrar and the Owner Trustee shall have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book-Entry Notes or for maintaining, supervising or reviewing any records relating to beneficial ownership interests or transfers thereof. The Class X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes will be registered in full definitive form.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall 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 Depository, by, or on behalf of, the Issuer. Such Notes Each such Note shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Note Owner shall will receive a Definitive Note representing such Beneficial Note Owner's interest in such Note, except as provided in Section 4.082.11. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Note Owners pursuant to Section 4.082.11: (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 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 Beneficial Note Owners; (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 Beneficial Note Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository and/or the Depository Participants. Unless Pursuant to the Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 4.082.11, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances Outstanding Amount of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Note Owners 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. Each Class (a) Unless otherwise provided in any applicable Series Supplement (including with respect to Uncertificated Notes), the Notes of Noteseach Class, Subclass or Tranche of each Series, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be Notes and delivered to The Depository Trust Company, the initial depository (or its custodian) specified in such Series Supplement (the “Depository, by, or ”) which shall be the Clearing Agency on behalf ofof such Series or such Class, Subclass or Tranche. The Notes of each Class, Subclass or Tranche of each Series shall, unless otherwise provided in the Issuer. Such Notes shall applicable Series Supplement (including with respect to Uncertificated Notes), initially be registered on the Note Register in the name of Cede & Co., the Clearing Agency or the nominee of the initial Depository, and no Beneficial Clearing Agency. No Note Owner shall will receive a Definitive Note definitive note representing such Beneficial Note Owner's ’s interest in such Notethe related Series of Notes, except as provided in Section 4.082.13. Unless and until definitive, fully registered Notes of any Series or any Class, Subclass or Tranche of any Series (the "“Definitive Notes"”) have been issued to Beneficial Note Owners pursuant to Section 4.08:2.13 (or as otherwise set forth in any applicable Series Supplement with respect to Uncertificated Notes): (ai) the provisions of this Section 4.06 2.12 shall be in full force and effecteffect with respect to each such Series; (bii) the Issuer, the Paying Agent, the Note Registrar Registrar, the Trustee, the Servicer and the Indenture Trustee shall be entitled to Controlling Class Representative may deal with the Depository Clearing Agency and the applicable Clearing Agency Participants for all purposes of this Indenture (including the payment of principal of of, premium, if any, and interest on the Notes and the giving of instructions or directions hereunderhereunder or under the applicable Series Supplement) as the sole holder Holder of the Notes, and shall have no obligation to the Beneficial Note Owners; (ciii) to the extent that the provisions of this Section 4.06 2.12 conflict with any other provisions of this the Indenture, the provisions of this Section 4.06 2.12 shall controlcontrol with respect to each such Class, Subclass, Tranche or Series of the Notes; (div) subject to the rights of Beneficial the Servicer and the Controlling Class Representative under the Indenture and the rights granted pursuant to Section 11.5(b), the rights of Note Owners of each such Class or Series of Notes shall be exercised only through the Depository Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository Clearing Agency and/or the Depository Clearing Agency Participants. Unless , and until Definitive Notes are issued pursuant all references in the Indenture to Section 4.08actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the initial Depository will make book-entry transfers among Indenture to distributions, notices, reports and statements to the Depository Participants Noteholders shall refer to distributions, notices, reports and receive and transmit payments statements to the Clearing Agency, as registered holder of principal of and interest on the Notes of such Series for distribution to such Depository Participantsthe Note Owners in accordance with the Applicable Procedures of the Clearing Agency; and (ev) subject to the rights of the Servicer and the Controlling Class Representative under the Indenture and the rights granted pursuant to Section 11.5(b), whenever this the Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances Aggregate Outstanding Principal Amount of Notes or the Outstanding Principal Amount of a Series or Class, Subclass or Tranche of a Series of Notes, the Depository applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Note Owners and/or Depository their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Outstanding Notes or such Series or such Class, Subclass or Tranche of such Series of Notes Outstanding, as the case may be, and has delivered such instructions in writing to the Indenture Trustee. (b) Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.13 (or as otherwise set forth in any applicable Series Supplement with respect to Uncertificated Notes), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal, premium, if any, and interest on the Notes to such Clearing Agency Participants. (c) Whenever notice or other communication to the Noteholders is required under the Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13, the Trustee and the Issuer shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for distribution to the Note Owners in accordance with the Applicable Procedures of the Clearing Agency.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial DepositoryClearing Agency, by, or on behalf of, the Issuer. Such The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Beneficial Note Owner thereof shall receive a Definitive Note representing such Beneficial Note Owner's interest in such Note, except as provided in Section 4.082.13. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial such Note Owners pursuant to Section 4.082.13: (a) the provisions of this Section 4.06 2.11 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Depository 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 Beneficial Note Owners; (c) to the extent that the provisions of this Section 4.06 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (d) the rights of Beneficial Note Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository Clearing Agency and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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.Clearing Agency

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Holder of the Notes, and shall have no obligation to the Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Class A Note Balances Principal Balance of the Notes, the Depository 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 Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall 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 DepositoryClearing Agency, by, by or on behalf of, of the Issuer. Such Notes initially shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Beneficial Note Owner shall will receive a Definitive Note representing such Beneficial Note Owner's interest in such Note, except as provided in Section 4.082.11. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Note Owners pursuant to Section 4.082.11: (ai) the provisions of this Section 4.06 2.09 shall be in full force and effect; (bii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Depository 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 Beneficial Note Owners; (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 Beneficial Note Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository Clearing Agency and/or the Depository Clearing Agency Participants. Unless Pursuant to the Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 4.082.11, the initial Depository Clearing Agency will make book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Clearing Agency Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the NotesOutstanding Principal Amount, the Depository Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Note Owners and/or Depository 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. Each Class Unless otherwise specified in the related Series Supplement for any Series or Class, the Notes of Noteseach Series, upon original issuance, shall be issued in the form of one or more typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial DepositoryClearing Agency specified in the applicable Series Supplement, by, or on behalf of, the IssuerObligors. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency or its nominee, and no Beneficial Owner shall Noteholder will receive a Definitive Note definitive certificate representing such Beneficial OwnerNoteholder's interest in such Notethe Notes, except as provided in Section 4.085.11. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners the applicable Noteholders pursuant to Section 4.085.11 or as otherwise specified in any such Series Supplement: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar Obligors, the Servicer and the Indenture Trustee shall be entitled to may deal with the Depository Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the payment making of principal of and interest on the Notes and the giving of instructions or directions hereunderdistributions) as the sole holder authorized representatives of the Notes, and shall have no obligation to the Beneficial Ownersrespective Noteholders; (c) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this IndentureMaster Agreement, the provisions of this Section 4.06 shall control;; and (d) the rights of Beneficial Owners the respective Noteholders shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Owners of Notes Noteholders and the Depository and/or Clearing Agency or the Depository Clearing Agency Participants. Unless Pursuant to the 35 41 Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 4.085.11, the initial Depository Clearing Agency will make book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the related Notes to such Depository Clearing Agency Participants; and (e) whenever . For purposes of any provision of this Indenture requires Master Agreement requiring, or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Noteholders of Notes evidencing a specified percentage of the Note Balances aggregate Outstanding Amount of the Notes, such direction or consent may be given by Noteholders (acting through the Depository shall be deemed to represent such percentage only to Clearing Agency and the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants Clearing Agency Participants) owning or representing, respectively, such required Notes evidencing the requisite percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeOutstanding Notes.

Book-Entry Notes. Each Class of [REVISE AS APPROPRIATE] The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 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 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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. Each The Class of A-1 Notes and Class A-2 Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Paying Agent, the Indenture Trustee and the Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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 Securities Administrator and the Indenture Trustee. None of the Depositor, the Issuer, the Master Servicer, the Seller, the Securities Administrator, the Indenture Trustee, the Note Registrar and the Owner Trustee shall have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book-Entry Notes or for maintaining, supervising or reviewing any records relating to beneficial ownership interests or transfers thereof. The Class Class M, Class B-1, Class B-2, Class B-3, Class X, Class B-4, Class B-5 and Class B-6 Notes will be registered in full definitive form.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co.[NAME OF HOLDER], the nominee of the initial Depository, and no Beneficial Owner shall Ownxx xxxl receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Term Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Term Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Term Notes and the Depository and/or the Depository ParticipantsParticipants pursuant to the Note Depository Agreement. Unless and until Definitive Term Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Term Notes evidencing a specified percentage of the Note Security Balances of the Term Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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. Each The Class of A-1 Notes and Class A-2 Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Paying Agent, the Indenture Trustee and the Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository 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 Beneficial Owners 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 Securities Administrator and the Indenture Trustee. None of the Depositor, the Issuer, the Master Servicer, the Seller, the Securities Administrator, the Indenture Trustee, the Note Registrar and the Owner Trustee shall have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book-Entry Notes or for maintaining, supervising or reviewing any records relating to beneficial ownership interests or transfers thereof. The Class X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes will be registered in full definitive form.

Book-Entry Notes. Each The Class of A-1, Class A-2A, Class A-2B, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class B-1 Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial DepositoryDepository or to the Indenture Trustee, as custodian for the Depository Trust Company, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered registere d Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Principal Balances of the Notes, the Depository shall be deemed to represent such percentage with respect to the Notes only to the extent that it has received written instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such written instructions to the Indenture Trustee. None of the Depositor, the Issuer, the Seller, the Indenture Trustee, the Note Registrar and the Owner Trustee shall have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book-Entry Notes or for maintaining, supervising or reviewing any records relating to beneficial ownership interests or transfers thereof. The Class B-2 Notes will be registered in full definitive form.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, by or on behalf of, of the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such the related Note, except as provided in Section 4.08. Unless and until definitive, fully fully-registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Holder of the Notes, and shall have no obligation to the Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository Depository, and shall be limited to those established by law and agreements between such the related Beneficial Owners of Notes and the Depository and/or or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will shall make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing representing a specified percentage of the aggregate Note Balances of the NotesBalance, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes percentage, and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances Balance of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing constituting the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in security entitlement to such Book-Entry Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial Owners; (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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in security entitlements to the Book-Entry Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall 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 DepositoryClearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Beneficial Note Owner shall will receive a Definitive Note representing such Beneficial Note Owner's interest in such Note, except as provided in Section 4.082.11. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Note Owners pursuant to Section 4.082.11: (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 Depository 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 Beneficial Note Owners; (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 Beneficial Note Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Note Owners of Notes and the Depository Clearing Agency and/or the Depository Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 4.082.11, the initial Depository Clearing Agency will make book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Term Notes, upon original issuance, shall will be issued in the form of typewritten Notes notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, by or on behalf of, of the Issuer. Such The Term Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such the related Term Note, except as provided in Section 4.08. Unless and until definitive, fully fully-registered Term Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Holder of the Term Notes, and shall have no obligation to the Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository Depository, and shall be limited to those established by law and agreements between such the related Beneficial Owners of Notes and the Depository and/or or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will shall make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Term Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing representing a specified percentage of the aggregate Note Balances of the NotesBalance, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes percentage, and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Each Class of The Global Notes, upon original issuance, shall will be issued in the form of typewritten Notes notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, by or on behalf of, of the Issuer. Such The Global Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's interest in such the related Global Note, except as provided in Section 4.08. Unless and until definitive, fully fully-registered Global Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Holder of the Global Notes, and shall have no obligation to the Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository Depository, and shall be limited to those established by law and agreements between such the related Beneficial Owners of Notes and the Depository and/or or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will shall make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Global Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing representing a specified percentage of the aggregate Note Balances of the NotesBalance, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes percentage, and has delivered such instructions to the Indenture Trustee.

Book-Entry Notes. Each Class of The Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (a) the provisions of this Section 4.06 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the 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 Beneficial Owners; (c) 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; (d) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Note Balances Balance of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's ’s interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "“Definitive Notes"”) have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Note Security Balances of the Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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. Each Class of The Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the IssuerIssuing Entity. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (ai) the provisions of this Section 4.06 shall be in full force and effect; (bii) the Note Registrar and Registrar, the Paying Agent, the Indenture Trustee and the Securities Administrator shall be entitled to deal with the 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 Beneficial OwnersOwners of the 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 Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants. Unless and until Definitive Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (ev) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the aggregate Note Balances Balance of the Notes, the Depository 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 Beneficial Owners 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 Securities Administrator and the Indenture Trustee.

Book-Entry Notes. Each Class of The Term Notes, upon original issuance, shall will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the IssuerIssuing Entity. Such Term Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner shall will receive a Definitive definitive Note representing such Beneficial Owner's interest in such Note, except as provided in Section 4.08. Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to Beneficial Owners pursuant to Section 4.08: (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 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 Beneficial Owners; Owners 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; (diii) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Term Notes and the Depository and/or the Depository ParticipantsParticipants pursuant to the Note Depository Agreement. Unless and until Definitive Term Notes are issued pursuant to Section 4.08, the initial Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants; and (eiv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Term Notes evidencing a specified percentage of the Note Security Balances of the Term Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners 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.