Common use of FORM OF BOOK-ENTRY NOTES Clause in Contracts

FORM OF BOOK-ENTRY NOTES. (a) The Class A Book-Entry Notes and the Class B Book-Entry Notes shall be typed in the form or substantially in the form set out in schedule 1. (b) The procedures relating to the exchange, authentication, delivery, surrender, cancellation, presentation, marking up or down of any of the Book-Entry Note (or part of the Book-Entry Note and any other matters to be carried out by the relevant parties upon exchange (in whole or part) of any Offshore Note shall be made in accordance with the provisions of the relevant terms of the Book-Entry Notes and the normal practice of the Common Depositary, the -------------------------------------------------------------------------------- Principal Paying Agent and the rules and procedures of the Clearing Agency from time to time. (c) The Class A Book-Entry Notes shall be in an aggregate principal amount of US$[*]. The Class B Book-Entry Notes shall be in an aggregate principal amount of US$[*]. (d) The Trustee shall procure that, prior to the issue and delivery of any Book-Entry Note, that Book-Entry Note will be authenticated manually by an Authorised Signatory of the Principal Paying Agent and no Book-Entry Note shall be valid for any purpose unless and until so authenticated. A Book-Entry Note so executed and authenticated shall be binding and valid obligations of the Trustee. Until a Book-Entry Note (or part of a Book-Entry Note) has been exchanged pursuant to this deed, it (or that part) shall in all respects be entitled to the same benefits as a Definitive Note. Each Book-Entry Note shall be subject to this deed except that the registered owner of a Book-Entry Note shall be the only person entitled to receive payments of principal or interest in relation to it. (e) The Offshore Notes upon original issue will be issued in the form of Notes representing the Book-Entry Notes. The Trustee shall, on the date of this deed, deliver or arrange the delivery on its behalf to the Principal Paying Agent, as agent for the Clearing Agency, of the Book-Entry Notes. The Book-Entry Notes shall initially be registered on the Note Register in the name of the Common Depositary as nominee of the Clearing Agency, and no Offshore Note Owner will receive a Definitive Note representing such Offshore Note Owner's interest in such Offshore Note, except as provided in clause 3.3. (f) Whenever a notice or other communication to the Offshore Noteholders is required under this deed, unless and until Definitive Notes shall have been issued to Offshore Note Owners pursuant to clause 3.3, the Note Trustee shall give all such notices and communications specified herein to be given to Offshore Noteholders to the Clearing Agency, and shall have no obligation to the Offshore Note Owners. (g) Unless and until the Definitive Notes have been issued to a Offshore Note Owner pursuant to clause 3.3: (i) the provisions of this clause shall be in full force and effect; (ii) the Note Registrar, the Trustee, the Trust Manager, each Paying Agent and the Note Trustee shall be entitled to deal with the Clearing Agency for all purposes of this deed (including the payment of principal of and interest on the Offshore Notes and the giving of instructions or directions hereunder) as the sole holder of the Offshore Notes, and shall have no obligation to any Offshore Note Owners; (iii) to the extent that the provisions of this clause conflict with any other provisions of this deed, the provisions of this clause shall prevail; (iv) the rights of Offshore Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Offshore Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to clause 3.3, the initial Clearing Agency will make book-entry -------------------------------------------------------------------------------- Page 10 -------------------------------------------------------------------------------- transfers among the Clearing Agency Participants and receive and transmit payments of principal and interest on the Offshore Notes to such Clearing Agency Participants; and (v) whenever this deed requires or permits actions to be taken based upon instructions or directions of Offshore Note Owners evidencing a specific percentage of all Invested Amounts of all Offshore Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Offshore Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Offshore Notes and has delivered such instructions to the Principal Paying Agent.

FORM OF BOOK-ENTRY NOTES. (a) The Class A Book-Entry Notes and the Class B Book-Entry Notes shall be typed in the form or substantially in the form set out out[:] (1) in the case of Class A[ ] Book-Entry Notes - in part A of schedule 1[;] (2) [and] (3) [in the case of Class A[ ] Book-Entry Notes - in part B of schedule 1]. (b) The procedures relating to the exchange, authentication, delivery, surrender, cancellation, presentation, marking up or down of any of the Book-Entry Note (or part of the any Book-Entry Note Note) and any other matters to be carried out by the relevant parties upon exchange (in whole or part) of any Offshore Book-Entry Note shall be made in accordance with the provisions of the relevant terms of the Book-Entry Notes and the normal practice of the Common DepositaryDepository, the -------------------------------------------------------------------------------- Principal Paying Agent Note Registrar and the rules and procedures of the Clearing Agency from time to time. (c) The Class A Book-Entry Notes shall be in an aggregate principal amount of of: Note Trust Deed SMHL Global Fund [ ]-[ ] (1) US$[ ] for the Class A[ ] Notes[*; and]. The (2) [(euro)[ ] for the Class B Book-Entry Notes shall be in an aggregate principal amount of US$[*A[ ] Notes]. (d) The Trustee Manager shall procure that, prior to the issue and delivery of any Book-Entry Note, that Book-Entry Note will be authenticated manually by an Authorised Signatory of the Principal Paying Agent and no Book-Entry Note shall be valid for any purpose unless and until so authenticated. A Book-Entry Note so executed and authenticated shall be a binding and valid obligations obligation of the TrusteeIssuer. Until a Book-Entry Note (or part of a Book-Entry Note) has been exchanged pursuant to this deed, it (or that part) shall in all respects be entitled to the same benefits as a Definitive Note. Each Book-Entry Note shall be subject to this deed except that the registered owner of a Book-Entry Note shall be the only person entitled to receive payments from the Principal Paying Agent of principal or interest in relation to it. (e) The Offshore Notes upon original issue will be issued in the form of Notes representing the Book-Entry Notes. The Trustee shall, on the date of this deed, deliver or arrange the delivery on its behalf to the Principal Paying Agent, as agent for the Clearing Agency, of the Book-Entry Notes. The Book-Entry Notes shall initially be registered on the Note Register in the name of the Common Depositary as nominee of the Clearing Agency, and no Offshore Note Owner will receive a Definitive Note representing such Offshore Note Owner's interest in such Offshore Note, except as provided in clause 3.3. (f) Whenever a notice or other communication to the Offshore Class A Offered Noteholders is required under this deed, unless and until Definitive Notes shall have been issued to Offshore Note Owners a Class A Noteowner pursuant to clause 3.33.3 [or clause 3.4], the Note Trustee shall give all such notices and communications specified herein to be given to Offshore Noteholders Class A Noteowners to the Clearing AgencyCommon Depository, and shall have no obligation to the Offshore Note OwnersClass A Noteowners. (g) Unless and until the Definitive Notes have been issued to a Offshore Note Owner Class A Noteowner pursuant to clause 3.33.3 [or clause 3.4]: (i1) the provisions of this clause shall be in full force and effect; (ii2) the Note Registrar, the TrusteeIssuer, the Trust Manager, the Security Trustee, each Paying Agent and the Note Trustee shall be entitled to deal with the Clearing Agency for all purposes of this deed (including the payment of principal of and interest on the Offshore Class A Offered Notes and the giving of instructions instructions, notices or directions hereunder) as the sole holder of the Offshore Class A Offered Notes, and shall have no obligation to any Offshore Class A Noteowners and none of the Note Owners;Registrar, the Issuer, the Manager, each Paying Agent, and the Note Trustee or the Security Trustee will be affected by notice to the contrary; Note Trust Deed SMHL Global Fund [ ]-[ ] (iii3) to the extent that the provisions of this clause conflict with any other provisions of this deed, the provisions of this clause shall prevail; (iv4) the rights of Offshore Note Owners Class A Noteowners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Offshore Note Owners Class A Noteowners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant In respect of Class A[ ] Notes, pursuant to the Note Depository Agreement, unless and until Class A[ ] Definitive Notes are issued pursuant to clause 3.3, the initial Clearing Agency will make book-entry -------------------------------------------------------------------------------- Page 10 -------------------------------------------------------------------------------- transfers among the Clearing Agency Participants and receive and transmit payments of principal and interest on the Offshore Class A[ ] Notes to such Clearing Agency Participants [and in respect of Class A[ ] Notes, unless and until Class A[ ] Definitive Notes are issued pursuant to clause 3.4, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal and interest on the Class A[ ] Notes to such Clearing Agency Participants]; and (v5) whenever this deed requires or permits actions to be taken based upon instructions or directions of Offshore Note Owners Class A Noteowner evidencing a specific percentage of all Invested Amounts of all Offshore Class A Offered Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Offshore Note Owners Class A Noteowners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Offshore Class A Offered Notes and has delivered such instructions to the Principal Paying Agent.

FORM OF BOOK-ENTRY NOTES. (a) The Class A Book-Entry Notes and the Class B Book-Entry Notes shall be typed in the form or substantially in the form set out out: (i) in schedule the case of Class A-1 Book-Entry Notes - in Schedule 1; and (ii) in the case of Class A-2 Book-Entry Notes - in Schedule 4. (b) The procedures relating to the exchange, authentication, delivery, surrender, cancellation, presentation, marking up or down of any of the a Book-Entry Note (or part of the a Book-Entry Note Note) and any other matters to be carried out by the relevant parties upon exchange (in whole or part) of any Offshore Book-Entry Note shall be made in accordance with the provisions of the relevant terms of the Book-Entry Notes and the normal practice of the relevant Common DepositaryDepository, the -------------------------------------------------------------------------------- Principal Paying Agent and the rules and procedures of the relevant Clearing Agency from time to time. (c) The Class A Book-Entry Notes shall be in an aggregate principal amount of of: (i) US$[*]. The 600,000,000] for the Class B Book-Entry Notes shall be in an aggregate principal amount of US$[*]A-1 Notes; and (ii) (euro)[500,000,000] for the Class A-2 Notes. (d) The Manager on behalf of the Trustee shall procure by written direction to the Principal Paying Agent that, prior to the issue and delivery of any Book-Entry Note, that Book-Entry Note will be authenticated manually by an Authorised Signatory of the Principal Paying Agent and no Book-Entry Note shall be valid for any purpose unless and until so authenticated. A Book-Entry Note so executed and authenticated shall be a binding and valid obligations obligation of the Trustee. Until a Book-Entry Note (or part of a Book-Entry Note) has been exchanged pursuant to this deed, it (or that part) shall in all respects be entitled to the same benefits as a Definitive Note. Each Book-Entry Note shall be subject to this deed except that the registered owner of a Book-Entry Note shall be the only person entitled to receive payments from the Principal Paying Agent of principal or interest in relation to it. (e) The Offshore Class A-1 Notes and Class A-2 Notes upon original issue will be issued in the form of typewritten Notes representing the Class A-1 Book-Entry NotesNotes and Class A-2 Book-Entry Notes respectively. The Manager on behalf of the Trustee shall, on the date of this deed, deliver or arrange the delivery on its behalf to the Principal Paying Agent, as agent for the Clearing Agency, of the Book-Entry Notes. The Book-Entry Notes shall initially be registered on the Note Register in the name of the Common Depositary as nominee of the Clearing Agency, and no Offshore Note Owner will receive a Definitive Note representing such Offshore Note Owner's interest in such Offshore Note, except as provided in clause 3.3. (f) Whenever a notice or other communication to the Offshore Noteholders is required under this deed, unless and until Definitive Notes shall have been issued to Offshore Note Owners pursuant to clause 3.3, the Note Trustee shall give all such notices and communications specified herein to be given to Offshore Noteholders to the Clearing Agency, and shall have no obligation to the Offshore Note Owners. (g) Unless and until the Definitive Notes have been issued to a Offshore Note Owner pursuant to clause 3.3: (i) the provisions of this clause shall be in full force and effect; (ii) the Note Registrar, the Trustee, the Trust Manager, each Paying Agent and the Note Trustee shall be entitled to deal with the Clearing Agency for all purposes of this deed (including the payment of principal of and interest on the Offshore Notes and the giving of instructions or directions hereunder) as the sole holder of the Offshore Notes, and shall have no obligation to any Offshore Note Owners; (iii) to the extent that the provisions of this clause conflict with any other provisions of this deed, the provisions of this clause shall prevail; (iv) the rights of Offshore Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Offshore Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to clause 3.3, the initial Clearing Agency will make book-entry -------------------------------------------------------------------------------- Page 10 -------------------------------------------------------------------------------- transfers among the Clearing Agency Participants and receive and transmit payments of principal and interest on the Offshore Notes to such Clearing Agency Participants; and (v) whenever this deed requires or permits actions to be taken based upon instructions or directions of Offshore Note Owners evidencing a specific percentage of all Invested Amounts of all Offshore Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Offshore Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Offshore Notes and has delivered such instructions to the Principal Paying Agent.Deed [Xxxxxx Xxxxxx Xxxxxxxx LOGO] --------------------------------------------------------------------------------

FORM OF BOOK-ENTRY NOTES. (a) The Class A Book-Entry Notes and the Class B Book-Entry Notes shall be typed in the form or substantially in the form set out in schedule 1. (b) The procedures relating to the exchange, authentication, delivery, surrender, cancellation, presentation, marking up or down of any of the Book-Entry Note (or part of the Book-Entry Note and any other matters to be carried out by the relevant parties upon exchange (in whole or part) of any Offshore US$ Note shall be made in accordance with the provisions of the relevant terms of the Book-Entry Notes and the normal practice of the Common DepositaryDepository, the -------------------------------------------------------------------------------- Principal Paying Agent and the rules and procedures of the Clearing Agency from time to time. (c) The Class A Book-Entry Notes shall be in an aggregate principal amount of of: (i) US$[*]180,000,000 for the Class A-1 Notes; and (ii) US$718,000,000 for the Class A-2 Notes. The Class B Book-Entry Notes shall be in an aggregate principal amount of US$[*].-------------------------------------------------------------------------------- PAGE 10 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- (d) The Manager on behalf of Trustee shall procure that, prior to the issue and delivery of any Book-Entry Note, that Book-Entry Note will be authenticated manually by an Authorised Signatory of the Principal Paying Agent and no Book-Entry Note shall be valid for any purpose unless and until so authenticated. A Book-Entry Note so executed and authenticated shall be a binding and valid obligations obligation of the Trustee. Until a Book-Entry Note (or part of a Book-Entry Note) has been exchanged pursuant to this deed, it (or that part) shall in all respects be entitled to the same benefits as a Definitive Note. Each Book-Entry Note shall be subject to this deed except that the registered owner of a Book-Entry Note shall be the only person entitled to receive payments from the Principal Paying Agent of principal or interest in relation to it. (e) The Offshore US$ Notes upon original issue will be issued in the form of typewritten Notes representing the Book-Entry Notes. The Manager on behalf of the Trustee shall, on the date of this deed, deliver or arrange the delivery on its behalf to the Principal Paying Agent, as agent for the Clearing Agency, of the Book-Entry Notes. The Book-Entry Notes shall initially be registered on the Note Register in the name of the Common Depositary Cede & Co as nominee of the Clearing Agency, and no Offshore US$ Note Owner will receive a Definitive Note representing such Offshore US$ Note Owner's interest in such Offshore Note, except as provided in clause 3.3. (f) Whenever a notice or other communication to the Offshore US$ Noteholders is required under this deed, unless and until Definitive Notes shall have been issued to Offshore US$ Note Owners pursuant to clause 3.3, the Note Trustee shall give all such notices and communications specified herein to be given to Offshore US$ Noteholders to the Clearing Agency, and shall have no obligation to the Offshore US$ Note Owners. (g) Unless and until the Definitive Notes have been issued to a Offshore US$ Note Owner pursuant to clause 3.3: (i) the provisions of this clause shall be in full force and effect; (ii) the Note Registrar, the Trustee, the Trust Manager, each Paying Agent and the Note Trustee shall be entitled to deal with the Clearing Agency for all purposes of this deed (including the payment of principal of and interest on the Offshore US$ Notes and the giving of instructions or directions hereunder) as the sole holder of the Offshore US$ Notes, and shall have no obligation to any Offshore US$ Note Owners; (iii) to the extent that the provisions of this clause conflict with any other provisions of this deed, the provisions of this clause shall prevail; (iv) the rights of Offshore US$ Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Offshore US$ Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Note Depository Agreement, -------------------------------------------------------------------------------- PAGE 11 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- unless and until Definitive Notes are issued pursuant to clause 3.3, the initial Clearing Agency will make book-entry -------------------------------------------------------------------------------- Page 10 -------------------------------------------------------------------------------- transfers among the Clearing Agency Participants and receive and transmit payments of principal and interest on the Offshore US$ Notes to such Clearing Agency Participants; and (v) whenever this deed requires or permits actions to be taken based upon instructions or directions of Offshore US$ Note Owners evidencing a specific percentage of all Invested Amounts of all Offshore US$ Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Offshore US$ Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Offshore US$ Notes and has delivered such instructions to the Principal Paying Agent.

FORM OF BOOK-ENTRY NOTES. (a) The Class A Book-Entry Notes and the Class B Book-Entry Notes shall be typed in the form or substantially in the form set out out: (i) in schedule the case of Class A-1 Book-Entry Notes - in Schedule 1; and -------------------------------------------------------------------------------- Page 9 + Note Trust Deed Allens Arthur Robinsxx -------------------------------------------------------------------------------- (ii) in the case of Class A-2 Book-Entry Notes - in Schedule 3. (b) The procedures relating to the exchange, authentication, delivery, surrender, cancellation, presentation, marking up or down of any of the a Book-Entry Note (or part of the a Book-Entry Note Note) and any other matters to be carried out by the relevant parties upon exchange (in whole or part) of any Offshore Book-Entry Note shall be made in accordance with the provisions of the relevant terms of the Book-Entry Notes and the normal practice of the relevant Common DepositaryDepository, the -------------------------------------------------------------------------------- Principal Paying Agent and the rules and procedures of the relevant Clearing Agency from time to time. (c) The Class A Book-Entry Notes shall be in an aggregate principal amount of of: (i) US$[*]. The 1,200,000,000 for the Class B Book-Entry Notes shall be in an aggregate principal amount of US$[*]A-1 Notes; and (ii) (euro)450,000,000 for the Class A-2 Notes. (d) The Manager on behalf of the Trustee shall procure by written direction to the Principal Paying Agent that, prior to the issue and delivery of any Book-Entry Note, that Book-Entry Note will be authenticated manually by an Authorised Signatory of the Principal Paying Agent and no Book-Entry Note shall be valid for any purpose unless and until so authenticated. A Book-Entry Note so executed and authenticated shall be a binding and valid obligations obligation of the Trustee. Until a Book-Entry Note (or part of a Book-Entry Note) has been exchanged pursuant to this deed, it (or that part) shall in all respects be entitled to the same benefits as a Definitive Note. Each Book-Entry Note shall be subject to this deed except that the registered owner of a Book-Entry Note shall be the only person entitled to receive payments from the Principal Paying Agent of principal or interest in relation to it. (e) The Offshore Class A-1 Notes and Class A-2 Notes upon original issue will be issued in the form of typewritten Notes representing the Class A-1 Book-Entry NotesNotes and Class A-2 Book-Entry Notes respectively. The Manager on behalf of the Trustee shall, on the date of this deed, deliver or arrange the delivery on its behalf to the Principal Paying Agent, as agent for the Clearing Agency, of the Book-Entry Notes. The Class A-1 Book-Entry Notes shall initially be registered on the Note Register in the name of the Common Depositary as nominee of the Clearing Agency, and no Offshore Note Owner will receive a Definitive Note representing such Offshore Note Owner's interest in such Offshore Note, except as provided in clause 3.3. (f) Whenever a notice or other communication to the Offshore Noteholders is required under this deed, unless and until Definitive Notes shall have been issued to Offshore Note Owners pursuant to clause 3.3, the Note Trustee shall give all such notices and communications specified herein to be given to Offshore Noteholders to the Clearing Agency, and shall have no obligation to the Offshore Note Owners. (g) Unless and until the Definitive Notes have been issued to a Offshore Note Owner pursuant to clause 3.3: (i) the provisions of this clause shall be in full force and effect; (ii) the Note Registrar, the Trustee, the Trust Manager, each Paying Agent and the Note Trustee shall be entitled to deal with the Clearing Agency for all purposes of this deed (including the payment of principal of and interest on the Offshore Notes and the giving of instructions or directions hereunder) as the sole holder of the Offshore Notes, and shall have no obligation to any Offshore Note Owners; (iii) to the extent that the provisions of this clause conflict with any other provisions of this deed, the provisions of this clause shall prevail; (iv) the rights of Offshore Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Offshore Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to clause 3.3, the initial Clearing Agency will make book-entry -------------------------------------------------------------------------------- Page 10 -------------------------------------------------------------------------------- transfers among the Clearing Agency Participants and receive and transmit payments of principal and interest on the Offshore Notes to such Clearing Agency Participants; and (v) whenever this deed requires or permits actions to be taken based upon instructions or directions of Offshore Note Owners evidencing a specific percentage of all Invested Amounts of all Offshore Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Offshore Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Offshore Notes and has delivered such instructions to the Principal Paying Agent.Class A-2

FORM OF BOOK-ENTRY NOTES. (a) The Class A Book-Entry Notes and the Class B Book-Entry Notes shall be typed in the form or substantially in the form set out in schedule 1. (b) The procedures relating to the exchange, authentication, delivery, surrender, cancellation, presentation, marking up or down of any of the Book-Entry Note (or part of the Book-Entry Note and any other matters to be carried out by the relevant parties upon exchange (in whole or part) of any Offshore Class A Note shall be made in accordance with the provisions of the relevant terms of the Book-Entry Notes and the normal practice of the Common Depositary, the -------------------------------------------------------------------------------- Principal Paying Agent and the rules and procedures of the Clearing Agency from time to time. (c) The Class A Book-Entry Notes shall be in an aggregate principal amount of US$[*]. The Class B Book-Entry Notes shall be in an aggregate principal amount of US$[*]. (d) The Trustee shall procure that, prior to the issue and delivery of any Book-Entry Note, that Book-Entry Note will be authenticated manually by an Authorised Signatory of the Principal Paying Agent and no Book-Book- Entry Note shall be valid for any purpose unless and until so authenticated. A Book-Entry Note so executed and authenticated shall be binding and valid obligations of the Trustee. Until a Book-Entry Note (or part of a Book-Entry Note) has been exchanged pursuant to this deed, it (or that part) shall in all respects be entitled to the same benefits as a Definitive Note. Each Book-Entry Note shall be subject to this deed except that the registered owner of a Book-Entry Note shall be the only person entitled to receive payments from the Principal Paying Agent of principal or interest in relation to it. (e) The Offshore Class A Notes upon original issue will be issued in the form of typewritten Notes representing the Book-Entry Notes. The Trustee shall, on the date of this deed, deliver or arrange the delivery on its behalf to the Principal Paying Agent, as agent for the Clearing Agency, of the Book-Entry Notes. The Book-Entry Notes shall initially be registered on the Note Register in the name of the Common Depositary as nominee of the Clearing Agency, and no Offshore Class A Note Owner will receive a Definitive Note representing such Offshore Class A Note Owner's interest in such Offshore Class A Note, except as provided in clause 3.3. (f) Whenever a notice or other communication to the Offshore Class A Noteholders is required under this deed, unless and until Definitive Notes shall have been issued to Offshore Class A Note Owners pursuant to clause 3.3, the Note Trustee shall give all such notices and communications specified herein to be given to Offshore Class A Noteholders to the Clearing Agency, and shall have no obligation to the Offshore Class A Note Owners.. -------------------------------------------------------------------------------- Page 9 Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- (g) Unless and until the Definitive Notes have been issued to a Offshore an Class A Note Owner pursuant to clause 3.3: (i) the provisions of this clause shall be in full force and effect; (ii) the Note Registrar, the Trustee, the Trust Manager, each Paying Agent and the Note Trustee shall be entitled to deal with the Clearing Agency for all purposes of this deed (including the payment of principal of and interest on the Offshore Class A Notes and the giving of instructions or directions hereunder) as the sole holder of the Offshore Class A Notes, and shall have no obligation to any Offshore Class A Note Owners; (iii) to the extent that the provisions of this clause conflict with any other provisions of this deed, the provisions of this clause shall prevail; (iv) the rights of Offshore Class A Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Offshore Class A Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to clause 3.3, the initial Clearing Agency will make book-entry -------------------------------------------------------------------------------- Page 10 -------------------------------------------------------------------------------- transfers among the Clearing Agency Participants and receive and transmit payments of principal and interest on the Offshore Class A Notes to such Clearing Agency Participants; and (v) whenever this deed requires or permits actions to be taken based upon instructions or directions of Offshore Class A Note Owners evidencing a specific percentage of all Invested Amounts of all Offshore Class A Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Offshore Class A Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Offshore Class A Notes and has delivered such instructions to the Principal Paying Agent.