Common use of Global Notes Clause in Contracts

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each Payments of the Class A Notes, the Class B principal and interest (if any) in respect of Notes and the Class C Notes, upon original issuance, of this Series represented by any Global Note will (subject as provided below) be issued made in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes manner specified above and the Class C Notes shall initially be registered on the Note Register otherwise in the name of Cede & Co., manner specified in the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A relevant Global Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) in the Issuer, case of a Global Note lodged with CMU to the person(s) for whose account(s) interests in the relevant Global Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal are credited as being held by CMU in accordance with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A NotesCMU Rules, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; or (ii) to in the extent that this Section 2.9 conflicts case of a Global Note not lodged with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C NotesCMU against presentation or surrender, as the case may be, to of such Clearing Agency Participants (and neither Global Note at the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage office of the Outstanding Principal Balance Agent. A record of the Notes (each payment made against presentation or a Class surrender of Notes)such Global Note, the Clearing Agency shall distinguishing between any payment of principal and any payment of interest, will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest made in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion case of a Global Note registered not held in their names and will not be considered to be CMU, by the owners or Noteholders Agent or, in the case of any Notes under this Indenture; and (vi) payments on a Global Note will lodged with CMU, on withdrawal of the Global Note by the HK Lodging Agent and such record shall be made prima facie evidence that the payment in question has been made. If the Global Note is not lodged with CMU, the holder of the relevant Global Note or, if the Global Note is lodged in CMU, the person(s) for whose account(s) interests in such Global Note are credited as being held in CMU in accordance with the CMU Rules as notified to the Clearing AgencyHK Lodging Agent by CMU in a relevant CMU Instrument Position Report (as defined in the CMU Rules) or any other relevant notification by CMU (which notification, or its nomineein either case, shall be conclusive evidence of the records of CMU save in the case of manifest error) (or, as provided in the Trust Deed, the Trustee) shall be the only person(s) entitled to receive payments in respect of Notes represented by such Global Note and the Issuer or, as the registered owner thereof. None of the Issuer, GE Capitalcase may be, the Indenture Trustee or the Paying Agent Guarantor will have any responsibility or liability for any aspect of the records relating be discharged by payment to, or payments made onto the order of, account the holder of beneficial ownership such Global Note or, if the Global Note is lodged in CMU, such person(s) for whose account(s) interests in a such Global Note are credited as being held in CMU (or the Trustee, as the case may be) with respect to each amount so paid. Each of the persons shown in the records of Euroclear, Clearstream or CMU as the holder of a particular principal amount of Notes must look solely to Euroclear, Clearstream or the HK Lodging Agent, as the case may be, for maintaininghis share of each payment so made by the Issuer or, supervising or reviewing any records relating to if the beneficial ownership interestsGuarantee is called, the Guarantor in respect of the relevant Global Note.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C B Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C B Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C B Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C B Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C B Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C B Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each (i) If the Obligor shall establish pursuant to Section 2.01(1) above that the Notes of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will a series or a portion thereof are to be issued in the form of typewritten Notes representing the one or more Global Notes, then the Obligor shall execute and the Trustee shall authenticate and make available for delivery one or more Global Notes that (a) shall represent and shall be denominated in an amount equal to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each aggregate principal amount of all of the Class A NotesNotes of such series issued in such form and not yet cancelled, the Class B Notes and the Class C Notes (b) shall initially be registered on the Note Register registered, in the name of Cede & Co.the Depositary designated for such Global Note pursuant to Section 2.04, or in the name of a nominee of The Depository Trust Company such Depositary, (c) shall be deposited with the Trustee, as Custodian for the initial Clearing AgencyDepositary, and no Class (d) shall bear a legend substantially as follows (“Global Note Legend”): THIS IS A Note OwnerGLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such NoteA NEW YORK CORPORATION (“DTC”), except as provided in Section 2.11NEW YORK, NEW YORK, TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Unless and until definitiveOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), fully registered Notes (the “Definitive Notes”) representing the Class ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners;SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. (ii) Each Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the extent that this Section 2.9 conflicts with time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other provisions of this Indentureapplicable statute or regulation, this Section 2.9 shall control;provided that the Depositary is required to be so registered in order to act as depositary. (iii) Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the rights records of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to Registrar, as provided in this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each (a) Notwithstanding any other provision herein, this Note may not be exchanged in whole or in part for Notes registered, and no transfer of the Class A Notesthis Note in whole or in part may be registered, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., any person other than Depositary or a nominee thereof unless (i) such Depositary advises the nominee of The Depository Trust Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as the initial Clearing AgencyDepositary with respect to such Note, and no Class A Note Ownerqualified successor is appointed by the Company within 90 days of receipt by the Company of such notice, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) such Depositary ceases to be a clearing agency registered under the extent that this Section 2.9 conflicts with any other provisions Exchange Act and no successor is appointed by the Company within 90 days after obtaining knowledge of this Indenturesuch event, this Section 2.9 shall control; (iii) the rights of Company elects to terminate the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among system through the Clearing Agency Participants Depositary or (iv) an Event of Default shall have occurred and receive be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) of this Section 2(a) above, the Company or its agent shall notify the Depositary and transmit payments instruct the Depositary to notify all owners of beneficial interests in this Note of the occurrence of such event and of the availability of Notes to such owners of beneficial interests requesting the same. (b) If this Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in this Note, then either (i) such Note shall be so surrendered for exchange or cancellation as provided in this Section 2 or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of and such other Note to be so exchanged for a beneficial interest on the related Class A Notes, Class B Notes and Class C Notestherein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar (as defined below), whereupon the Registrar, in accordance with the applicable rules and procedures of the Depositary (“Applicable Depositary Procedures”), shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such Clearing Agency Participants (and neither surrender or adjustment of this Note by the Indenture Trustee nor Depositary, accompanied by registration instructions, the Note Registrar Company shall have any liability therefor); (iv) whenever this Indenture requires or permits actions cause to be taken based upon instructions, directions, executed and delivered any Notes issuable in exchange for such Note (or any portion thereof) in accordance with the consent of Noteholders evidencing a specified percentage instructions of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepositary.

Global Notes. Each of the Class A (a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Class B Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the are at any time not Global Notes, the provisions of Section 4.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be delivered transferred by the Holder thereof and, accordingly, subject to The Depository Trust Company (Section 4.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the initial Clearing Agency)following circumstances or as otherwise specified in any Supplemental Indenture, or its custodian, by, or on behalf of, the Issuer. Each a resolution of the Class A NotesTrustee, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner a Board Resolution or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Ownersan Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for all purposes (including the payment of principal of and interest on the Class A Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Class B Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and the Class C Notes) as the sole Noteholder and shall have no obligations has communicated such determination or requirement to the Note Owners;Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to the extent that this Section 2.9 conflicts with any other provisions a nominee of this Indenturesuch Depository, this Section 2.9 shall control;or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee. (iiic) Upon the rights termination of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest only registration system on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent occurrence of Noteholders evidencing a specified percentage one of the Outstanding Principal Balance of conditions specified in Section 4.2(b)(i) or upon the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion transfer of a Global Note registered to a Person other than a Depository or a nominee thereof in their names and will not be considered to be accordance with Section 4.2(b)(i)(A), the owners or Noteholders Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes under of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 4.1 and the remaining provisions of this Indenture; andArticle 4. (vid) payments on It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be made effected only (a) with respect to the Clearing Agencyinterests of participants in the Depository (“Participants”), through records maintained by the Depository or its nomineenominee for the Global Note, as the registered owner thereofand (b) with respect to interests of Persons other than Participants, through records maintained by Participants. None Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests other interest in Notes represented by a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsmay do so only through a Participant.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 4.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 4.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders in connection with this Indenture or the owners or Noteholders Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the registered owner thereof. None of the IssuerPaying Agent, GE Capital, the Indenture Trustee or the Paying Agent will shall have any responsibility or no further liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsmoney.

Global Notes. Each (a) If specified in the Issuance Instructions, except as provided in subsections (c) and (g) below, the holder of all of the Class A NotesNotes to be issued pursuant to such Issuance Instructions shall be DTC and such Notes shall be registered in the name of Cede & Co., the Class B as nominee for DTC. (b) Such Notes and the Class C Notes, upon original issuance, will shall initially be issued in the form of typewritten Notes representing one or more authenticated, fully registered certificates in the name of Cede & Co. (the “Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency”), or its custodianwhich shall represent, by, or on behalf ofand shall be denominated in an amount equal to, the Issuer. Each aggregate principal amount of such of the Class A NotesNotes as shall be specified therein. Upon initial issuance, the Class B Initial Purchasers shall deliver the Notes in book-entry form only through the facilities of DTC and its participants, including its participants Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, and the Class C ownership of such Notes shall initially be registered on in the Note Register in the name of Cede & Co., the as nominee of The Depository Trust Company DTC. So long as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner Notes are evidenced by one or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A more Global Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar Issuing Agent and the Indenture Trustee, and their respective officers, directors, employees and agents Issuer may deal with the Clearing Agency for all purposes treat DTC (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesor its nominee) as the sole Noteholder and exclusive holder of such Notes registered in its name for the purposes of payment of the principal of, premium, if any, and interest on such Notes or portion thereof to be redeemed, and of giving any notice permitted or required to be given to holders of such Notes and neither the Issuing Agent nor the Issuer shall be affected by any notice to the contrary. Neither the Issuing Agent nor the Issuer shall have no obligations any responsibility or obligation to any of DTC’s participants (each a “Participant”), any person claiming a beneficial ownership in such Notes under or through DTC or any Participant (each a “Beneficial Owner”), or any other person which is not shown on the Note Register as being a holder, with respect to the Note Owners; accuracy of any records maintained by DTC or any Participant; the payment of DTC or any Participant of any amount in respect of the principal of, premium, if any, or interest on such Notes; any notice which is permitted or required to be given to holders of such Notes; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of such Notes; any notice which is permitted or required to be given to holders of such Notes; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of such Notes; or any consent given or other action taken by DTC as holder of such Notes. The Issuing Agent shall pay all principal of, premium, if any, and interest on such Notes registered in the name of Cede & Co. only to or “upon the order of” DTC (ii) as that term is used in the Uniform Commercial Code as adopted in New York), and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of, premium, if any, and interest on such Notes to the extent of the sum or sums so paid. Except as otherwise provided in subsections (c) and (g) of Section 15 below, no person other than DTC shall receive authenticated Note certificates evidencing the obligation of the Issuer to make payments of principal of, premium, if any, and interest on such Notes. Upon delivery by DTC to the Issuing Agent of written notice to the effect that this Section 2.9 conflicts with any DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the other provisions of this IndentureAgreement with respect to transfers of Notes, the word “Cede & Co.” in this Section 2.9 Agreement shall control;refer to such new nominee of DTC. (iiic) the rights of the respective Any Global Note Owners shall be exercised exchangeable for Notes in certificated form registered in the names of Participants and/or Beneficial Owners if, but only through if, (i) DTC notifies the Clearing Agency Issuer that it is unwilling or unable to continue as depositary for such Notes and a successor depository is not appointed by the Issuer within 90 days of such notice, or (ii) there shall have occurred and be continuing a default or an event that with notice or passage of time, or both, would constitute a default with respect to the Global Notes and the Clearing Agency Participants Issuing Agent has received a request from DTC to issue Notes in certificated form. In any such event, the Issuing Agent shall issue, transfer and shall be limited to those established exchange Note certificates as requested by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants DTC in appropriate amounts pursuant to this IndentureAgreement. Unless The Issuer shall pay all costs in connection with the production, execution and until Definitive delivery of such Note certificates. If Note certificates are issued, the provisions of this Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of, premium, if any, and interest on such certificates. (d) Notwithstanding any other provision of this Agreement to the contrary, so long as any Notes are issued pursuant evidenced by one or more Global Notes, registered in the name of Cede & Co., as nominee of DTC, all payments with respect to Section 2.11the principal of, premium, if any, and interest on such Notes and all notices with respect to such Notes shall be made and given, respectively, to DTC as provided in the representation letter relating to the Notes among DTC, the Issuing Agent and the Issuer. The Issuing Agent is hereby authorized and directed to comply with all terms of the representation letter. (e) In connection with any notice or other communication to be provided to the holders of such Notes by the Issuer or the Issuing Agent with respect to any consent or other action to be taken by the holders of such Notes, the Issuer intends that or 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 related Class A Notes, Class B Notes and Class C NotesIssuing Agent, as the case may be, shall seek to establish a record date for such Clearing Agency Participants (consent or other action and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent give DTC notice of Noteholders evidencing a specified percentage such record date not less than 15 calendar days in advance of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only record date to the extent that it has received instructions possible. Such notice to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage DTC shall be given only when DTC is the sole holder of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee;. (vf) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be Neither the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to Issuer nor the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Issuing Agent will have any responsibility or liability for obligations to the Participants or the Beneficial Owners with respect to (i) the accuracy of any aspect records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount due to any Beneficial Owner in respect of the records relating toprincipal of, premium, if any, or payments made oninterest on the Notes, account (iii) the delivery by DTC or any Participant of beneficial ownership interests any notice to any Beneficial Owner, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Notes, or (v) any consent given or other action taken by DTC as a holder of the Notes. So long as Cede & Co. is the Registered Holder of the Notes as nominee of DTC, references herein to the Notes or Registered Holders of the Notes shall mean Cede & Co. and shall not mean the Beneficial Owners of the Notes nor DTC Participants. (g) No Global Note may be transferred except as a whole by DTC to a nominee of DTC or for maintainingby a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. (h) Upon the termination of the services of DTC with respect to any Global Note pursuant to subsection (c) of this Section 15 after which no substitute book-entry depository is appointed, supervising such Global Notes shall be registered in whatever name or reviewing any records relating to names holders transferring or exchanging such Global Notes shall designate in accordance with the beneficial ownership interestsprovisions of this Agreement.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee;. (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will issued in global form shall be issued substantially in the form of typewritten Notes representing Exhibit A hereto (including the Global NotesNote Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be delivered to The Depository Trust Company (made by the initial Clearing Agency)Registrar or the Custodian, or its custodian, by, or on behalf of, at the Issuer. Each direction of the Class A NotesTrustee, in accordance with instructions given by the Class B Notes and the Class C Notes shall initially Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company treated as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing owner of such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including and only registered Holders shall have rights under this Indenture and the payment of principal of and interest on the Class A Notes. Members of, or participants in, the Class B Notes Depositary (“Agent Members”) and the Class C Notes) as the sole Noteholder and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no obligations rights under this Indenture with respect to any Global Note held on their behalf by the Note Owners; (ii) Depositary. The Depositary may be treated by the Issuers, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the extent that this Section 2.9 conflicts with any other provisions Depositary or impair, as between the Depositary and its Agent Members, the operation of this Indenture, this Section 2.9 shall control; (iii) customary practices of such Depositary governing the exercise of the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners Holder of a beneficial interest in a any Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsNote.

Global Notes. Each (a) Notwithstanding anything in the Indenture to the contrary, unless the Company elects, in its sole and absolute discretion, to issue the Certificates in the form of one or more fully registered Global Certificates, (i) the provisions of Section 2.4(b) shall not apply; (ii) the Certificates representing the initial one billion dollars ($1,000,000,000.00) aggregate principal amount of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will to be issued hereunder shall not initially be issued in the form of typewritten Global Certificates and such Notes representing shall not initially be Global Securities; and (iii) Section 2.11 of the Base Indenture shall not apply to the Notes. (b) Each Certificate to be issued in the form of one or more fully registered Global Notes, to Certificates shall be delivered to The Depository Trust Company (the initial Clearing Agency), Depositary or its custodian, custodian by, or on behalf of, the IssuerCompany. Each of the Class A NotesThe initial Depositary, the Class B Notes and the Class C Notes if any, shall be set forth in an Officers’ Certificate or in a Board Resolution. Such Global Certificates shall initially be registered on the Note Register books of the Security Registrar in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing AgencyDepositary, and no Class A Note Owner, Class B Note Owner or Class C Note Beneficial Owner will receive a Definitive Note definitive Certificate representing such Note Beneficial Owner’s interest in such NoteGlobal Certificate, except as provided in Section 2.112.6. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes Certificates have been issued to the applicable Note OwnersBeneficial Owners pursuant to Section 2.6: (i) the Issuer, the Note Registrar provisions of this Section 2.4(b) shall be in full force and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Ownerseffect; (ii) the Company, the Trustee and each Paying Agent and Security Registrar shall be entitled to deal with the Depositary for all purposes of the Indenture (including, without limitation, making payments of principal or interest on the Notes and receiving approvals, votes or consents pursuant to the Indenture) as the Holder of the Notes and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided, however, that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 2.6; (iii) subject to Section 2.4(a), to the extent that the provisions of this Section 2.9 conflicts 2.4(b) conflict with any other provisions of this the Indenture, the provisions of this Section 2.9 2.4(b) shall control;; and (iiiiv) the rights of the respective Note Beneficial Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants Depositary and shall be limited to those established by law and agreements between such respective Note Beneficial Owners and the Clearing Agency and/or Depositary or the Clearing Agency Participants pursuant Depositary Participants; provided, however, that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to this Indenture. Unless and until Definitive Notes are issued receive definitive Certificates pursuant to Section 2.112.6. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the principal amount of, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest Notes evidenced by such Global Certificates shall be accomplished by making appropriate annotations on the related Class A Notes, Class B Notes Schedule of Increases and Class C Notes, as the case may be, to Decreases for such Clearing Agency Participants (and neither the Indenture Global Certificate. The Trustee nor the Note Registrar shall have no responsibility or obligation to any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion Beneficial Owner of a Global Note registered Certificate, any participant in their names and will not be considered to be the owners Depositary or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made other Person with respect to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect accuracy of the records relating toof the Depositary or its nominee or of any such participant or member thereof, with respect to any ownership interest in Global Certificates or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating with respect to the beneficial ownership interestsdelivery to any such participant, member, Beneficial Owner or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Global Certificates. Every Global Certificate authenticated, executed and delivered hereunder shall bear a legend in substantially the following form: THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the "Global Notes" and each, a "Global Note") to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each of the Class A Notes, the Class B Notes and the Class C All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a "Definitive Note Note") representing such Note Owner’s 's interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository Participants.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A. Such Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes (except to the extent that the Insurer is entitled to such payments), and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Aggregate Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A. The Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes, and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, representing such required percentage of the beneficial interest in Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 5.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 5.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders in connection with this Indenture or the owners or Noteholders Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the registered owner thereof. None of the IssuerPaying Agent, GE Capital, the Indenture Trustee or the Paying Agent will shall have any responsibility or no further liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsmoney.

Global Notes. Each (i) If the Obligor shall establish pursuant to Section 2.01(1) above that the Notes of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will a series or a portion thereof are to be issued in the form of typewritten Notes representing the one or more Global Notes, to be delivered to The Depository Trust Company (then the initial Clearing Agency), or its custodian, by, or on behalf ofObligor shall execute and upon receipt of an Authentication Order, the Issuer. Each Trustee shall authenticate and make available for delivery one or more Global Notes that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Class A NotesNotes of such series issued in such form and not yet cancelled, the Class B Notes and the Class C Notes (b) shall initially be registered on the Note Register registered, in the name of Cede & Co.the Depositary designated for such Global Note pursuant to Section 2.04, or in the name of a nominee of The Depository Trust Company such Depositary, (c) shall be deposited with the Trustee, as Custodian for the initial Clearing AgencyDepositary, and no Class (d) shall bear a legend substantially as follows (“Global Note Legend”): THIS IS A Note OwnerGLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such NoteA NEW YORK CORPORATION (“DTC”), except as provided in Section 2.11NEW YORK, NEW YORK, TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Unless and until definitiveOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), fully registered Notes (the “Definitive Notes”) representing the Class ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners;SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. (ii) Each Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the extent that this Section 2.9 conflicts with time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other provisions of this Indentureapplicable statute or regulation, this Section 2.9 shall control;provided that the Depositary is required to be so registered in order to act as depositary. (iii) Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the rights records of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to Registrar, as provided in this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each of the Class A (a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Class B Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the are at any time not Global Notes, the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be delivered transferred by the Holder thereof and, accordingly, subject to The Depository Trust Company (Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the initial Clearing Agency)following circumstances or as otherwise specified in any Supplemental Indenture, or its custodian, by, or on behalf of, the Issuer. Each a resolution of the Class A NotesTrustee, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner a Board Resolution or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Ownersan Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for all purposes (including the payment of principal of and interest on the Class A Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Class B Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and the Class C Notes) as the sole Noteholder and shall have no obligations has communicated such determination or requirement to the Note Owners;Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to the extent that this Section 2.9 conflicts with any other provisions a nominee of this Indenturesuch Depository, this Section 2.9 shall control;or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee. (iiic) Upon the rights termination of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest only registration system on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent occurrence of Noteholders evidencing a specified percentage one of the Outstanding Principal Balance of conditions specified in Section 5.2(b)(i) or upon the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion transfer of a Global Note registered to a Person other than a Depository or a nominee thereof in their names and will not be considered to be accordance with Section 5.2(b)(i)(A), the owners or Noteholders Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes under of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Indenture; andArticle 5. (vid) payments on It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be made effected only (a) with respect to the Clearing Agencyinterests of participants in the Depository (“Participants”), through records maintained by the Depository or its nomineenominee for the Global Note, as the registered owner thereofand (b) with respect to interests of Persons other than Participants, through records maintained by Participants. None Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests other interest in Notes represented by a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsmay do so only through a Participant.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register issued in the name global form. The Bank of Cede & Co.New York Mellon, the nominee of The Depository Trust Company as London Branch, shall be the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in such Note, except as provided in accordance with the provisions of Section 2.113.5 of the Base Indenture. Unless and until definitive, fully registered Notes (With respect to the “Definitive Notes”) representing the Class A Notes, the Class B Notes or first sentence of the Class C Notes have been issued seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the applicable Note Owners: same series in definitive form only if (i) the IssuerCompany has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, the Note Registrar and the Indenture Trusteestatutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) the Company, in its sole discretion and subject to the extent procedures of the Depositary, determines that this Section 2.9 conflicts with any other provisions of this Indenturesuch Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, this Section 2.9 shall control; or (iii) there shall have occurred and be continuing an Event of Default with respect to the rights Securities of such series and the Registrar has received a request from Euroclear or Clearstream. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the respective Note Owners shall ICSDs as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be exercised only through liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the Clearing Agency beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and principal amounts, of the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive certificated Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsissued.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Global Notes representing shall be subject to the Global Notes, following in addition to be delivered to The Depository Trust Company (the initial Clearing Agencyprovisions of Section 2.09(b), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Owners pursuant to Section 2.09(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency such Depository for all purposes (including as the payment sole Holder of principal of and interest on the Class A Notes, the Class B Notes and the Class C authorized representative of the Beneficial Owners of such Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Beneficial Owners of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Owners shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Owners, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Beneficial Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders, the owners or Noteholders Trustee shall provide all such notices and communications to the Depository for delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Owners in accordance with Applicable Securities Laws; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or through the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository or its nominee for subsequent payment by the Depository or its nominee to the Beneficial Owners thereof.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 4.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 4.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, premium (if any) and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders in connection with this Indenture or the owners or Noteholders Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the registered owner thereof. None of the IssuerPaying Agent, GE Capital, the Indenture Trustee or the Paying Agent will shall have any responsibility or no further liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsmoney.

Global Notes. Each (i) If the Company shall establish pursuant to Section 2.01(1) above that the Notes of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will a series or a portion thereof are to be issued in the form of typewritten Notes representing the one or more Global Notes, then the Company shall execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and make available for delivery one or more Global Notes that (a) shall represent and shall be denominated in an amount equal to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each aggregate principal amount of all of the Class A NotesNotes of such series issued in such form and not yet cancelled, the Class B Notes and the Class C Notes (b) shall initially be registered on the Note Register registered, in the name of Cede & Co.the Depositary designated for such Global Note pursuant to Section 2.01 or Section 2.04, or in the name of a nominee of The Depository Trust Company such Depositary, (c) shall be deposited with the Trustee, as Custodian for the initial Clearing AgencyDepositary, and no Class (d) shall bear a legend substantially as follows (“Global Note Legend”): THIS IS A Note OwnerGLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such NoteA NEW YORK CORPORATION (“DTC”), except as provided in Section 2.11NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Unless and until definitiveOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), fully registered Notes (the “Definitive Notes”) representing the Class ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners;SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. (ii) Each Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the extent that this Section 2.9 conflicts with time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other provisions of this Indentureapplicable statute or regulation, this Section 2.9 shall control;provided that the Depositary is required to be so registered in order to act as depositary. (iii) Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the rights records of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to Registrar, as provided in this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each (i) In the case of the Class A Initial Notes, one or more Global Notes in fully registered form without interest coupons and bearing the Class B Global Notes and Legend (collectively, the Class C “Global Notes, upon original issuance, will ”) shall be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register Issue Date, deposited with the Notes Custodian, and registered in the name of Cede & Co.the Depository or a nominee of the Depository, duly executed by the Issuers and authenticated by the Trustee as provided in the Indenture. In the case of Initial Notes, the Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository and (ii) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository, Euroclear and Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or the Trustee as its custodian or under the Global Notes. The Depository Trust Company may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered absolute owner of the Global Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including whatsoever. Notwithstanding the payment of principal of and interest on foregoing, nothing herein shall prevent the Class A NotesIssuers, the Class B Notes Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository, Euroclear or Clearstream and its Agent Members, the Class C Notes) as operation of customary practices governing the sole Noteholder and shall have no obligations to exercise of the Note Owners;rights of a holder of any Note. (ii) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the extent that this Section 2.9 conflicts Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with any other the applicable rules and procedures of the Depository and the provisions of this IndentureSection 2.2. In addition, this Section 2.9 a Global Note shall control;be exchangeable for Definitive Notes if (x) in the case of Initial Notes, the Depository (a) notifies the Issuers that it is unwilling or unable to continue as depository for such Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act and in each case a successor depository is not appointed, (y) the Issuers, at their option and subject to the procedures of the Depository, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to the Notes and a request has been made by the beneficial owners thereof for such exchange. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures. (iii) In connection with the rights transfer of the respective a Global Note Owners as an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.1(b), such Global Note shall be exercised only through deemed to be surrendered to the Clearing Agency Trustee for cancellation, and the Clearing Agency Participants and Issuers shall be limited to those established by law and agreements between such respective Note Owners execute, and the Clearing Agency and/or Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Clearing Agency Participants pursuant to this Indenture. Unless and until Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor);authorized denominations. (iv) whenever The holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each (a) Provided that applicable depository eligibility requirements are met, upon the written election of any Holder that is a Qualified Institutional Buyer, as defined in Rule 144A under the Class A NotesSecurities Act, the Class B Company shall use its commercially reasonable efforts to cause the Notes and the Class C Notes, upon original issuance, will owned by such Holders to be issued in the form of typewritten one or more Global Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company or another organization registered as a clearing agency under the initial Clearing AgencyExchange Act, and designated as Depositary by the Company or any successor thereto (the “Depositary”) or a nominee thereof and delivered to such Depositary or a nominee thereof. (b) Notwithstanding any other provision herein, no Global Note may be exchanged in whole or in part for Notes registered, and no Class A transfer of a Global Note Ownerin whole or in part may be registered, Class B in the name of any person other than the Depositary for such Global Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: nominee thereof unless (i) such Depositary advises the Issuer, the Note Registrar and the Indenture TrusteeCompany in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and their respective officersno qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) such Depositary ceases to be a clearing agency registered under the extent that this Section 2.9 conflicts with any other provisions Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of this Indenturesuch event, this Section 2.9 shall control; (iii) the rights of Company elects to terminate the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among system through the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); Depositary or (iv) whenever an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) of this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of NotesSection 7(b), the Clearing Agency Company or its agent shall be deemed notify the Depositary and instruct the Depositary to represent notify all owners of beneficial interests in such percentage only to Global Note of the extent that it has received instructions occurrence of such event and of the availability of Notes to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be interests requesting the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssame.

Global Notes. Each (a) Provided that applicable depositary eligibility requirements are met and any requisite approval of any Governmental Agency has been obtained, upon the written election of the Class A holders of a majority in principal amount of outstanding Subordinated Notes, the Class B Issuer shall use its commercially reasonable efforts to provide that the Subordinated Notes and owned by holders that are “Qualified Institutional Buyers” as defined in Rule 144A under the Class C Notes, upon original issuance, will Securities Act shall be issued in the form of typewritten Notes representing the one or more global subordinated notes (each, a “Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be Note”) registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company or another organization registered as a clearing agency under the initial Clearing AgencySecurities Exchange Act of 1934, as amended (the “Exchange Act”), and designated as Depositary by the Issuer or any successor thereto (the “Depositary”) or a nominee thereof, and shall be delivered to such Depositary or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision herein, no Global Note may be exchanged in whole or in part for Subordinated Notes registered, and no Class A transfer of a Global Note Ownerin whole or in part may be registered, Class B in the name of any Person other than the Depositary for such Global Note Owner or Class C a nominee thereof unless (i) such Depositary advises the Issuer in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Issuer within ninety (90) days after obtaining knowledge of such event, (iii) the Issuer elects to terminate the book-entry system through the Depositary, or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Issuer or its agent shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note Owner will receive of the occurrence of such event and of the availability of Subordinated Notes to such owners of beneficial interests requesting the same. (c) If any Global Note is to be exchanged for other Subordinated Notes or canceled in part, or if another Subordinated Note is to be exchanged in whole or in part for a Definitive Note representing such Note Owner’s beneficial interest in such any Global Note, except then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Section 2.118 or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Subordinated Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Issuer or the Registrar (as defined in Section 13 below), whereupon the Issuer or the Registrar, in accordance with the applicable rules and procedures of the Depositary (“Applicable Depositary Procedures”), shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Unless and until definitiveUpon any such surrender or adjustment of a Global Note by the Depositary, fully registered Notes (the “Definitive Notes”) representing the Class A Notesaccompanied by registration instructions, the Class B Issuer shall execute and deliver any Subordinated Notes issuable in exchange for such Global Note (or any portion thereof) in accordance with the Class C Notes have been issued to instructions of the applicable Note Owners:Depositary. (id) Every Subordinated Note executed and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be executed and delivered in the Issuerform of, and shall be, a Global Note, unless such Subordinated Note is registered in the name of a Person other than the Depositary for such Global Note Registrar or a nominee thereof. (e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Note, and owners of beneficial interests in a Global Note shall hold such interests pursuant to Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the Indenture Trusteetransfer of such interest shall be effected only through, and their respective officers, directors, employees and agents may records maintained by the Depositary or its nominee or its Depositary participants. The Registrar shall be entitled to deal with the Clearing Agency Depositary for all purposes relating to a Global Note (including the payment of principal of and interest on the Class A Notes, the Class B Notes thereon and the Class C Notesgiving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Noteholder holder of the Subordinated Note and shall have no obligations to the Note Owners;owners of beneficial interests therein. The Registrar shall have no liability in respect of any transfers effected by the Depositary. (iif) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the The rights of the respective owners of beneficial interests in a Global Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants Depositary and shall be limited to those established by law and agreements between such respective Note Owners owners and the Clearing Agency Depositary and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments its participants. (g) No holder of principal of and any beneficial interest in any Global Note held on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar its behalf by a Depositary shall have any liability therefor); (iv) whenever this Indenture requires or permits actions rights with respect to such Global Note, and such Depositary may be taken based upon instructions, directions, or treated by the consent of Noteholders evidencing a specified percentage Issuer and any agent of the Outstanding Principal Balance Issuer as the owner of such Global Note for all purposes whatsoever. Neither the Issuer nor any agent of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent Issuer will have any responsibility or liability for any aspect of the records relating to, to or payments made on, on account of beneficial ownership interests in of a Global Note or for maintaining, supervising or reviewing any records relating to the such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Issuer or any agent of the Issuer from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as holder of any Subordinated Note.

Global Notes. Each of the Class A (a) With respect to Notes represented by Global Notes, the Class B Issuer shall cause to be kept by the Trustee at the principal office of the Trustee in Toronto, Ontario or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each Global Note (being the Depository, or its nominee, for each Global Note) and particulars of the Global Note held by it, and of all transfers and exchanges thereof. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and no Definitive Notes and the Class C Notes, upon original issuance, will shall be issued in the form to Beneficial Holders of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register except in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Ownersfollowing circumstances: (i) Definitive Notes may be issued to Beneficial Holders of Global Notes at any time after: (A) the IssuerIssuer has determined, or has been notified by the Note Registrar and Depository, that the Indenture TrusteeDepository (1) is unwilling or unable to continue as Depository for Global Notes or (2) ceases to be eligible to be a Depository, and their respective officersin each such case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, directorsin its sole discretion, employees and agents may deal with or is required by law, to terminate the Clearing Agency for all purposes (including the payment book-entry only registration system in respect of principal of and interest on the Class A Notes, the Class B such Global Notes and the Class C Notes) as the sole Noteholder and shall have no obligations has communicated such determination or requirement to the Note Owners;Trustee in writing, or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes; provided that beneficial holders of Global Notes representing, in the aggregate, not less than 50% of the aggregate outstanding principal amount of the Notes represented by Global Notes advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee. (c) Upon the occurrence of one of the conditions specified in Section 3.2(b)(i) or upon a requirement arising to transfer a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 3.2(b)(ii), the Trustee shall notify all applicable Participants, through the Depository, of the availability of Definitive Notes. Upon surrender by the Depository of the Global Notes and receipt of new registration instructions from the Depository, the Issuer shall execute, and the Trustee shall authenticate and deliver, Definitive Notes (in a form to be agreed to by the Issuer and the Trustee) to the extent that this Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 2.9 conflicts with any other 3.1 and the remaining provisions of this Indenture, this Section 2.9 shall control;Article 3 applicable to Definitive Notes. (iiid) the rights It is expressly acknowledged that transfers of the respective beneficial ownership in any Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established represented by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made effected only (i) with respect to the Clearing Agencyinterests of participants in the Depository (“Participants”), through records maintained by the Depository or its nomineenominee for the Global Note and (ii) with respect to interests of Persons other than Participants, as the registered owner thereofthrough records maintained by Participants. None Beneficial holders of the Issuera Global Note who are not Participants but who desire to purchase, GE Capital, the Indenture Trustee sell or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial otherwise transfer ownership interests in Notes represented by a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsmay do so only through a Participant.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register in the name of Cede & Co.following additional provisions, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 3.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository for all purposes (including as the payment sole holder of principal of and interest on the Class A Notes, the Class B Notes and the Class C authorized representative of the Beneficial Holders of such Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between the Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners the Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, Premium (if any) and interest on the Notes to such direct Participants; (e) the direct Participants of the Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and the Depository may be considered treated by the Trustee as the absolute owner of the Notes represented by the Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders, the owners Issuer or Noteholders the Trustee shall provide such notices and communications to the Depository for delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with applicable securities laws and regulations and the procedures of the Depository; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nominee, as nominee for subsequent payment by the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee Depository or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating its nominee to the beneficial ownership interestsBeneficial Holders thereof.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee;. (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be 700148678 06142559 considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each of the Class A Notes, the Class B Notes and the Class C All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a “Definitive Note Note”) representing such Note Owner’s interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3 hereof: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository Participants.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each The Notes sold to non-U.S. persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S will initially be represented by one or more temporary Global Notes (each, a “Temporary Regulation S Global Note”). Upon the expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in a permanent Global Note of the same Class A Notes(together with a Temporary Regulation S Global Note, the Class B a “Regulation S Global Note”). The Notes and the Class C sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes (each, a “Rule 144A Global Note”). All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a “Definitive Note Note”) representing such Note Owner’s interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.Depository Participants

Global Notes. Each of the Class A Notes, the Class B This Section 2(b) shall apply to all Book-Entry Notes and the Class C Notes, upon original issuance, will be issued represented by one or more Global Notes that are registered in the form name of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company or another depositary specified by the Issuer (the initial Clearing Agency), "Depositary") or its custodian, bya nominee thereof: (i) each Global Note representing Book-Entry Notes will be deposited with, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Depositary and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the Depositary or a nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; thereof; (ii) to the extent that this Section 2.9 conflicts with notwithstanding any other provisions of this IndentureAgreement or a Global Note, this Section 2.9 such Global Note shall control; not be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note may be exchanged for the Certificated Note in the event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary has ceased to be a "clearing agency" registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a successor depositary is not appointed by the Issuer within 60 calendar days thereafter, (B) an Event of Default has occurred and is continuing with respect to the Notes or (C) the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall be exchangeable for Certificated Notes. Any Global Note exchanged pursuant to clause (A) or (C) above shall be so exchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary; (iii) the rights of the respective Notes issued in exchange for a Global Note Owners or any portion thereof shall be exercised only through the Clearing Agency and the Clearing Agency Participants issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be limited registered in such names and be in such authorized denominations as the Depositary or an authorized representative thereof shall designate. If a Global Note to those established be exchanged in whole is not then held by law the Issuing and agreements between Paying Agent as custodian for the Depositary or its nominee, such respective Global Note Owners shall be surrendered by the Depositary to the corporate trust office of the Issuing and Paying Agent located in the Clearing Agency and/or Borough of Manhattan, The City of New York, to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Clearing Agency Participants pursuant Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to this Indenturesuch Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Unless and until Definitive Notes are issued pursuant to Section 2.11Upon any such surrender or adjustment, the Issuer intends that shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Clearing Agency will make book-entry transfers among Issuer the Clearing Agency Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and (iv) neither any members of, or participants in, the Depositary ("Participants") nor any other persons on whose behalf Participants and receive and transmit payments may act shall have any rights under this Agreement with respect to any Global Note registered in the name of principal of and interest on the related Class A NotesDepositary or any nominee thereof, Class B Notes and Class C Notesor under any such Global Note, arid the Depositary or such nominee, as the case may be, to such Clearing Agency Participants (may be treated by the Issuer, the Issuing and neither Paying Agent and any agent of the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, Issuer or the consent Issuing and Paying Agent as the absolute owner and Registered Holder of Noteholders evidencing a specified percentage such Global Note in accordance with Section 13(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Outstanding Principal Balance of Issuer or the Notes (Issuing and Paying Agent from giving effect to any written certification, proxy or a Class of Notes), other authorization furnished by the Clearing Agency shall be deemed to represent Depositary or such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect rights of the records relating to, or payments made on, account a Registered Holder of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsNote.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 4.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 4.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a beneficial interest notice or other communication is required to be provided to Holders in connection with this Indenture or the Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of such notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; (g) notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the Paying Agent, shall have no further liability for the money; (h) Subject to the provisions hereof, at the Company’s option, Notes may, in lieu of being issued in physical form be instead issued and registered owner thereof. None in the name of the IssuerDepository or its nominee and: (i) the deposit of such Notes may be confirmed electronically by the Trustee to a particular Participant through the Depository; and (ii) shall be identified by a specific CUSIP/ISIN as requested by the Company from the Depository to identify each specific series of Note. If the Company issues Notes in a non-certificated format, GE CapitalBeneficial Holders of such Notes registered and deposited with CDS shall not receive Certificates in definitive form and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Beneficial interests in Notes registered and deposited with CDS will be represented only through the non-certificated inventory system administered by CDS. Transfers of Notes registered and deposited with CDS between Participants shall occur in accordance with the rules and procedures of CDS. (i) Notwithstanding anything herein to the contrary, none of the Indenture Company nor the Trustee or the Paying Agent will nor any agent thereof shall have any responsibility or liability for for: (i) the electronic records maintained by the Depository relating to any aspect of ownership interests or other interests in the records relating toNotes or the depository system maintained by the Depository, or payments made on, on account of beneficial any ownership interests interest or any other interest of any Person in a Global any Note represented by an electronic position in the non-certificated inventory system administered by the Depository (other than the Depository or for its nominee); (ii) maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or (iii) any advice or representation made or given by the beneficial ownership interestsDepository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each The Notes sold to non-U.S. persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes (each, a “Temporary Regulation S Global Notes”). Upon the expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in permanent Global Notes of the same Class A Notes(together with a Temporary Regulation S Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are Qualified Institutional Buyers or, with respect to the Class B Closing Date, Institutional Accredited Investors, will be represented by one or more temporary Global Notes and the Class C (each, a “Rule 144A Global Note”). All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing AgencyCompany, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a “Definitive Note Note”) representing such Note Owner’s interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3 hereof: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or 8 the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository Participants.

Global Notes. Each (a) Provided that applicable depository eligibility requirements are met, upon the occurrence of the Class A NotesFourth Amendment Effective Date, and at the Issuer’s sole cost and expense (including the reasonable fees and expenses of the Issuer’s counsel incurred in conjunction with such request), the Class B Issuer will provide that the Notes and the Class C Notes, upon original issuance, or entitlements therein owned by holders of Notes will be issued issued, or cancelled and re-issued, in the form of typewritten one or more global notes, subject to Sections 2.18, 5.9, 5.10 and 5.11 herein, (1) in the case of Notes representing offered and sold to Qualified Institutional Buyers in the United States (each a “Rule 144A Global Note”) substantially in the form of Exhibit M or (2) in the case of Notes offered and sold outside of the United States (each a “Regulation S Global Note”, and together with each Rule 144A Global Note, the “Global Notes, to be delivered to The Depository Trust Company (” and each a “Global Note”) substantially in the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each form of the Class A Notes, the Class B Notes and the Class C Notes shall initially be Exhibit N registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive NotesDTC”) representing or another organization registered as a clearing agency under the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: Exchange Act (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) designated as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established depositary by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or with the consent of Noteholders evidencing the Designated Holder) or any successor thereto (the “Depositary”) or a specified percentage nominee thereof and delivered to such Depositary or a nominee thereof. An electronic securities entitlement will be credited to the account of each Holder whose Note is cancelled and re-issued in Global Note form (or credited to the account of the Outstanding Principal Balance Holder’s securities intermediary) through the facilities of the Notes (or DTC in accordance with the rules and procedures of the Depositary with a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only principal amount equal to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage principal amount of the beneficial interest in cancelled Note. The date on which the Holders’ Notes (or Class of Notes) and has delivered such instructions to are exchanged for Global Notes is the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsFourth Amendment Effective Date.

Global Notes. (a) Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes Note authenticated under this Indenture shall initially be registered on the Note Register in the name of Cede & Co.the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, the nominee and each such Global Note shall constitute a single Note for all purposes of The Depository Trust Company as the initial Clearing Agencythis Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no Class A transfer of a Global Note Ownerin whole or in part may be registered, Class B in the name of any Person other than the Depositary for such Global Note Owner or Class C a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note Owner will receive or (B) has ceased to be a Definitive clearing agency registered as such under the Exchange Act, and in either case the Company fails to appoint a successor Depositary, (ii) the Company executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Notes in certificated form and that all Global Notes shall be exchanged in whole for Securities that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of Default with respect to the Note. (c) If any Global Note representing such Note Owner’s interest is to be exchanged for other Notes or cancelled in such Notewhole, except it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in Section 2.11this Article Three. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B If any Global Note is to be exchanged for other Notes or the Class C Notes have been issued cancelled in part, or if another Note is to the applicable Note Owners: be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) the Issuer, the such Global Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency shall be so surrendered for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) exchange or cancellation as the sole Noteholder and shall have no obligations to the Note Owners; provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the extent that this Section 2.9 conflicts with any portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall to be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and so exchanged for a beneficial interest on the related Class A Notes, Class B Notes and Class C Notestherein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such Clearing Agency Participants surrender or adjustment of a Global Note, the Trustee shall, subject to Section 306(c) and as otherwise provided in this Article Three, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and neither registered in such names as may be directed by, the Indenture Depositary or its authorized representative. Upon the request of the Trustee nor in connection with the Note Registrar occurrence of any of the events specified in the preceding paragraph, the Company shall have promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any liability therefor);order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures. (ivd) whenever this Indenture requires or permits actions to be taken based Every Note authenticated and delivered upon instructions, directionsregistration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the consent form of, and shall be, a Global Note, unless such Note is registered in the name of Noteholders evidencing a specified percentage Person other than the Depositary for such Global Note or a nominee thereof. (e) The Depositary or its nominee, as registered owner of a Global Note, shall be the Outstanding Principal Balance Holder of such Global Note for all purposes under the Indenture, the Notes (or and the Senior Subordinated Guarantees, and owners of beneficial interests in a Class of Notes), the Clearing Agency Global Note shall be deemed to represent hold such percentage only interests pursuant to the extent that it has received instructions to Applicable Procedures. Accordingly, any such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a owner's beneficial interest in a Global Note will not be entitled to have any portion shown only on, and the transfer of a Global Note registered in their names and will not such interest shall be considered to be effected only through, records maintained by the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, Depositary or its nomineenominee or its Agent Members. SECTION 306. Registration, as the registered owner thereof. None Registration of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsTransfer and Exchange Generally; Restrictions on Transfer and Exchange; Securities Act Legends.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A. Such Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes, and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, representing such required percentage of the beneficial interest in Aggregate Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each of the Class A Notes, the Class B This Section 2(b) shall apply to all Book-Entry Notes and the Class C Notes, upon original issuance, will be issued represented by one or more Global Notes that are registered in the form name of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company or another depositary specified by the Issuer (the initial Clearing Agency), “Depositary”) or its custodian, bya nominee thereof: (i) the Issuer will deposit each Global Note representing Book-Entry Notes with, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Depositary and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the Depositary or a nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Ownersthereof; (ii) to the extent that this Section 2.9 conflicts with notwithstanding any other provisions of this IndentureAgreement or a Global Note, this Section 2.9 such Global Note shall controlnot be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note may be exchanged for a Certificated Note in the event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary has ceased to be a “clearing agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a successor depositary is not appointed by the Issuer within sixty (60) days thereafter, (B) an Event of Default (as defined in the Notes) has occurred and is continuing with respect to the Notes or (C) the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall no longer be represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (C) above shall be so exchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary; (iii) the rights of the respective Notes issued in exchange for a Global Note Owners or any portion thereof shall be exercised only through the Clearing Agency and the Clearing Agency Participants issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be limited registered in such names and be in such authorized denominations as the Depositary or an authorized representative thereof shall designate. If a Global Note to those established be exchanged in whole is not then held by law the Issuing and agreements between Paying Agent as custodian for the Depositary or its nominee, such respective Global Note Owners shall be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at U.S. Bank National Association, Corporate Trust Services, 630 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, Attention: Gexxxxxx Xxxxxx (Pacific Premier Bancorp, Inc. Subordinated Notes due 2024); Fax: (200) 000-0000 (the Clearing Agency and/or “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Clearing Agency Participants pursuant Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to this Indenturesuch Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Unless and until Definitive Notes are issued pursuant to Section 2.11Upon any such surrender or adjustment, the Issuer intends that shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Clearing Agency will make book-entry transfers among Issuer the Clearing Agency Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and (iv) neither any members of, or participants in, the Depositary (“Participants”) nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Note registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C NotesDepositary or such nominee, as the case may be, to such Clearing Agency Participants (may be treated by the Issuer, the Issuing and neither Paying Agent and any agent of the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, Issuer or the consent Issuing and Paying Agent as the absolute owner and Registered Holder of Noteholders evidencing a specified percentage such Global Note in accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Outstanding Principal Balance of Issuer or the Notes (Issuing and Paying Agent from giving effect to any written certification, proxy or a Class of Notes), other authorization furnished by the Clearing Agency shall be deemed to represent Depositary or such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect rights of the records relating to, or payments made on, account a Registered Holder of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsNote.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A. Such Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes (except to the extent that the Insurer is entitled to such payments), and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, representing such required percentage of the beneficial interest in Aggregate Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each (a) Any Notes that are no longer part of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, Corporate Units will be issued initially in the form of typewritten Notes representing one or more Registered Global Securities (the "Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be ") registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner Depositary or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11its nominee. Unless and until definitivethey are exchanged for the Notes in registered form, fully registered such Global Notes (the “Definitive Notes”) representing the Class A Notesmay be transferred, the Class B Notes or the Class C Notes have been issued in whole but not in part, only to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class nominee of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as to a successor Clearing Agency selected or approved by the registered owner thereofCompany or to a nominee of such successor Clearing Agency. None of the Issuer, GE CapitalIn addition, the Indenture Trustee or Company may issue a Note in the Paying Agent will have any responsibility or liability for any aspect form of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note with $0.00 balance. (b) If at any time (i) the Clearing Agency notifies the Company that it is unwilling or unable to continue as a Clearing Agency for maintainingthe Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such notification, supervising (ii) the Clearing Agency ceases to be a clearing agency registered under the Exchange Act at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Company becoming aware of the Clearing Agency's ceasing to be so registered, (iii) the Company, in its sole discretion, determines that the Global Notes shall be so exchangeable or reviewing any records relating (iv) there shall have occurred and be continuing an Event of Default, the Company will execute, and subject to Article Two of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the beneficial ownership interestsprincipal amount of the Global Note in exchange for such Global Note. Upon exchange of the Global Note for such Note in definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Clearing Agency or its custodian, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.

Global Notes. (i) Each Global Note will be registered in the name of the Class A NotesDepositary or its nominee and, so long as DTC is serving as the Class B Notes and the Class C Notes, upon original issuanceDepositary thereof, will bear the DTC Legend. (ii) Each Global Note will be issued delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (A) as set forth in paragraph (b)(iv) of this Section and (B) transfers of portions thereof in the form of typewritten Certificated Notes representing the Global Notes, to may be delivered to The Depository Trust Company made upon request of an Agent Member (the initial Clearing Agency), or its custodian, by, for itself or on behalf of, of a beneficial owner) by written notice given to the Issuer. Each Trustee by or on behalf of the Class A Notes, Depositary in accordance with customary procedures of the Class B Notes Depositary and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal compliance with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this and Section 2.9 shall control;2.06. (iii) Agent Members will have no rights under the rights Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the respective Company or the Trustee as the absolute owner and Holder of such Global Note Owners shall be exercised only through for all purposes whatsoever. Notwithstanding the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11foregoing, the Issuer intends Depositary or its nominee may grant proxies and otherwise authorize any person (including any Agent Member and any Person that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of holds a beneficial interest in a Global Note will not be through an Agent Member) to take any action which a Holder is entitled to have take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any portion of security. (iv) If (x) the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (2) has ceased to be a clearing agency registered under the Exchange Act, (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, or (z) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in their names the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and will not be considered to be thereupon the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to deemed canceled. Each Certificated Note issued in exchange therefor will bear the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsRestricted Legend.

Global Notes. This Section 2.4(b) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Class A Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. The Notes may be represented by one or more Global Notes. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the Class B name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee an Issuer Order providing that such Global Note shall be so transferable, registrable and exchangeable, and such transfers shall be registrable or (C) there shall have occurred and be continuing an Event of Default with respect to the Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed, and no transfer thereof other than such a transfer may be registered. (iii) Subject to clause (ii) above, any exchange of a Global Note for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Class C NotesDepository for such Global Note shall direct. At the option of the applicable Noteholder, upon original issuancea Note issued in exchange for an interest in a Global Note pursuant to this clause (iii) may be issued, will be issued in accordance with the rules and procedures of the Depository, in the form of typewritten Notes representing a permanent certificated Note in registered form in substantially the Global Notes, to be delivered to The Depository Trust Company form set forth of Exhibit A attached hereto (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in each such Note, except as provided in Section 2.11a "Physical Note"). Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts In connection with any other provisions transfer or exchange of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage portion of the beneficial interest in the Global Note to beneficial owners where one or more Physical Notes (or Class are to be issued, the Trustee shall reflect on its books and records the date and decrease in the principal amount of Notes) and has delivered such instructions the Global Note in an amount equal to the Indenture Trustee; (v) owners principal amount of a the beneficial interest in a the Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be transferred, and the owners or Noteholders of any Notes under this Indenture; Issuer shall execute, and (vi) payments on a Global Note will be made to , upon the Clearing Agency, or its nominee, as the registered owner thereof. None direction of the Issuer, GE Capitalthe Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. In connection with the transfer of the entire Global Note to beneficial owners in exchange for a Physical Note, the Indenture Global Note shall be deemed to be surrendered to the Trustee or for cancellation, and the Paying Agent will have any responsibility or liability for any aspect Issuer shall execute, and, upon the direction of the records relating toIssuer, the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations. (iv) Every Note authenticated and delivered upon registration of transfer of, or payments made onin exchange for or in lieu of, account of beneficial ownership interests in a Global Note or any portion thereof, whether pursuant to this Section, Section 2.3 or 3.5 hereof or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for maintaining, supervising such Global Note or reviewing any records relating to the beneficial ownership interestsa nominee thereof.

Global Notes. Each of the Class A ‌ (a) With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Class B Issuer shall cause to be kept by and at the Corporate Trust Office of the Trustee or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the are at any time not Global Notes, the provisions of Section 3.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be delivered transferred by the Holder thereof and, accordingly, subject to The Depository Trust Company (Section 3.6, no Definitive Notes shall be issued to Beneficial Holders except in the initial Clearing Agency), following circumstances or its custodian, by, or on behalf of, the Issuer. Each as otherwise specified in a resolution of the Class A NotesTrustee, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner a Board Resolution or Class C Note Owner will receive a Definitive Note representing such Note Owneran Officer’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersCertificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after:‌ (A) DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor depository; (B) the Issuer, at its option, notifies the Note Registrar Trustee and paying agent in writing that it elects to cause the Indenture Trustee, issuance of the Definitive Notes; or (C) there has occurred and their respective officers, directors, employees and agents may deal is continuing a Default or Event of Default with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations respect to the Note Owners;Notes; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to the extent that this Section 2.9 conflicts with any other provisions a nominee of this Indenturesuch Depository, this Section 2.9 shall control;or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee.‌ (iiic) Upon the rights termination of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest only registration system on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent occurrence of Noteholders evidencing a specified percentage one of the Outstanding Principal Balance of conditions specified in Section 3.2(b)(i) or upon the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion transfer of a Global Note registered to a Person other than a Depository or a nominee thereof in their names accordance with Section 3.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes. Upon surrender by the Depository of the Global Notes and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will not be considered to be governed by Section 3.1 and the owners or Noteholders remaining provisions of any Notes under this Indenture; andArticle 3. (vid) payments on It is expressly acknowledged that transfer of beneficial ownership in any Note issuable in the form of or represented by a Global Note will be made effected only (a) with respect to the Clearing Agencyinterests of participants in the Depository (“Participants”), through records maintained by the Depository or its nomineenominee for the Global Note, as the registered owner thereofand (b) with respect to interests of Persons other than Participants, through records maintained by Participants. None Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests other interest in Notes represented by a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.may do so only through a Participant.‌‌

Global Notes. Each of (a) With respect to the Class A Notes issuable in whole or in part as one or more Global Notes, the Class B Corporation shall cause to be kept by and at the principal offices of the Note Trustee in Montreal, Québec or Toronto, Ontario and by the Note Trustee or such other registrar as the Corporation, with the approval of the Note Trustee, may appoint at such other place or places, if any, as the Corporation may designate with the approval of the Note Trustee, a register in which shall be entered the name and address of the holder of each such Global Note (being the Depository, or its nominee, for such Global Note) as holder thereof and particulars of the Global Note held by it, and of all transfers thereof. If the Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the are at any time not Global Notes, the provisions of Section 3.1 shall govern with respect to registrations and transfers of such Notes. (b) Notwithstanding any other provision of this Indenture, a Global Note may not be delivered transferred by the registered holder thereof and accordingly, no definitive certificates shall be issued to The Depository Trust Company (Beneficial Holders except in the initial Clearing Agency), following circumstances or its custodian, by, or on behalf of, the Issuer. Each as otherwise specified in a resolution of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name Board of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner Directors or Class C Note Owner will receive a Definitive Note representing such Note Owneran Officer’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued Certificate relating to the applicable Note OwnersNotes: (i) Global Notes may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee; (ii) Global Notes may be transferred at any time after (i) the Issuer, Depository for such Global Notes or the Corporation has notified the Note Registrar Trustee that the Depository is unwilling or unable to continue as Depository for such Global Notes, or (ii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a Depository under Section 2.3(b), provided in each case that at the time of such transfer the Note Trustee and the Indenture TrusteeCorporation are unable to locate a qualified successor Depository for such Global Notes; (iii) Global Notes may be transferred at any time after the Corporation has determined, in its sole discretion, with the consent of the Note Trustee to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination to the Note Trustee in writing; (iv) Global Notes may be transferred at any time after the Note Trustee has determined that an Event of Default has occurred and is continuing with respect to the Notes issued as a Global Note, provided that Beneficial Holders of the Notes representing, in the aggregate, more than 25% of the aggregate principal amount of the Notes advise the Depository in writing, through the Depository Participants, that the continuation of the book-entry only registration system for the Notes is no longer in their respective officersbest interest and also provided that at the time of such transfer the Note Trustee has not waived the Event of Default pursuant to Section 7.3; (v) Global Notes may be transferred if required by applicable law; or (vi) Global Notes may be transferred if the book-entry only registration system ceases to exist. (c) With respect to the Global Notes, directors, employees unless and agents until definitive certificates have been issued to Beneficial Holders of the Notes pursuant to subsection 3.2(b): (i) the Corporation and the Note Trustee may deal with the Clearing Agency Depository for all purposes (including the payment of principal of and paying interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder holder of the Notes and shall have no obligations to the Note Ownersauthorized representative of the Beneficial Holders; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners Beneficial Holders of the Notes shall be exercised only through the Clearing Agency and the Clearing Agency Participants Depository and shall be limited to those established by law and agreements between such respective Note Owners Beneficial Holders and the Clearing Agency and/or Depository or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, Depository Participants; (iii) the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor);Depository Participants; and (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage the Beneficial Holders of the beneficial interest in Notes or the Notes (or Class of Notes) Depository Participants, and has delivered such instructions to the Indenture Note Trustee;. (vd) owners Whenever a notice or other communication is required to be provided to Noteholders, unless and until definitive certificate(s) have been issued to Beneficial Holders of the Notes pursuant to this Section 3.2, the Note Trustee shall provide all such notices and communications to the Depository and the Depository shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 3.2(b) with respect to the Notes issued hereunder, the Note Trustee shall notify all applicable Depository Participants and Beneficial Holders, through the Depository, of the availability of definitive Note certificates. Upon surrender by the Depository of the certificate(s) representing the Global Notes and receipt of new registration instructions from the Depository, the Note Trustee shall deliver the definitive Note certificates for such Notes to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 3.1 and the remaining Sections of this Article 3. (e) Notwithstanding any other provisions of this Indenture or the Notes, except as may be required by the Note Trustee or the Depository, no written orders or instructions shall be required to be delivered to the Note Trustee to effect a transfer of a beneficial interest in a Global Note will not be entitled to have any portion Persons who take delivery thereof in the form of a beneficial interest in the same Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsNote.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a) Except for a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued transfer pursuant to the applicable provisions of Section 2.06(b)(v) hereof, portions of a Global Note Owners: of any series deposited with the Depositary pursuant to Section 2.02 shall be transferred in certificated form to the beneficial owners thereof only if such transfer complies with Section 2.06 and (i) the IssuerDepositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time such Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) an Event of Default has occurred and is continuing with respect to the Note Registrar Notes of such series and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of thereof and interest on thereon has been accelerated and the Class A Notesowners of beneficial interests in the Global Notes with fractional undivided interests aggregating not less than a majority interest advise the Trustee, the Class B Notes Company and the Class C Notes) as Depositary through Agent Members in writing that the sole Noteholder and shall have continuation of a book-entry system through the Depositary or its successors is no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; longer in their best interest or (iii) the rights Company determines that the Notes of such series shall no longer be represented by such Global Note. (b) Portions of any Global Note of any series that are transferable to the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants beneficial owners thereof pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency 2.05 shall be deemed to represent such percentage only surrendered by the Depositary to the extent that it has received instructions Trustee at its New York office for registration of transfer, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such effect from Note Owners and/or Clearing Agency Participants owning or representingregistration of transfer of each portion of such Global Note, respectively, an equal aggregate principal amount of Notes of such required percentage series of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any authorized denominations. Any portion of a Global Note whose registration is transferred pursuant to this Section 2.05 shall be executed, authenticated and delivered only in the denominations, if other than as specified in Section 2.01(9), specified in the Board Resolution or indenture supplemental hereto with respect to such series of Notes and registered in their such names and will not be considered to be as the owners or Noteholders Depositary shall direct. Any Note of any series delivered in exchange for a portion of a Rule 144A Global Note of such series shall bear the Legend regarding transfer restrictions applicable to Rule 144A Global Notes set forth on the form of Note attached as Exhibit A hereto. (c) Subject to the provisions of Section 2.02(e) above, the registered holder of any Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Noteholder is entitled to take under this Indenture; andIndenture or the Notes of the applicable series. (vid) payments on a Global Note will be made In the event of the occurrence of any of the events specified in paragraph (a) of this Section 2.05, the Company shall promptly make available to the Clearing Agency, or its nominee, as Trustee a reasonable supply of certificated Notes of each applicable series in definitive fully registered form without interest coupons. (e) The Global Notes of each series issued and authenticated pursuant to Section 2.02(b) (both before and after the registered owner thereof. None expiration of the Issuer, GE Capital, restricted period) and the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect Rule 144A Global Notes of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestseach series shall each be assigned separate securities identification numbers.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each The Notes sold to non-U.S. persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes (each, a “Temporary Regulation S Global Notes”). Upon the KL2 3337076.6 expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in permanent Global Notes of the same Class A Notes(together with a Temporary Regulation S Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are Qualified Institutional Buyers or, with respect to the Class B Closing Date, Institutional Accredited Investors, will be represented by one or more temporary Global Notes and the Class C (each, a “Rule 144A Global Note”). All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing AgencyCompany, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a “Definitive Note Note”) representing such Note Owner’s interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3 hereof: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository Participants.

Global Notes. Each of the Class A Notes, the Class B ‌ Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Global Notes representing shall be subject to the Global Notes, following in addition to be delivered to The Depository Trust Company (the initial Clearing Agencyprovisions of Section 2.09(b), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Owners pursuant to Section 2.09(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency such Depository for all purposes (including as the payment sole Holder of principal of and interest on the Class A Notes, the Class B Notes and the Class C authorized representative of the Beneficial Owners of such Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Beneficial Owners of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Owners shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Owners, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Beneficial Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders, the owners or Noteholders Trustee shall provide all such notices and communications to the Depository for delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Owners in accordance with Applicable Securities Laws; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or through the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository or its nominee for subsequent payment by the Depository or its nominee to the Beneficial Owners thereof.

Global Notes. (i) Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, Global Note will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co.the Depositary or its nominee and, the nominee of The Depository Trust Company so long as DTC is serving as the initial Clearing AgencyDepositary thereof, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (bear the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners;DTC Legend. (ii) Each Global Note will be delivered to the extent that this Section 2.9 conflicts with any other provisions Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in paragraph (b)(iv) of this Indenture, this Section 2.9 shall control;Section. (iii) Agent Members will have no rights under the rights Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the respective Company or the Trustee as the absolute owner and Holder of such Global Note Owners shall be exercised only through for all purposes whatsoever. Notwithstanding the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11foregoing, the Issuer intends Depositary or its nominee may grant proxies and otherwise authorize any person (including any Agent Member and any Person that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of holds a beneficial interest in a Global Note will not be through an Agent Member) to take any action which a Holder is entitled to have take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any portion of security. (iv) If (x) the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (2) has ceased to be a clearing agency registered under the Exchange Act, (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, or (z) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of certificated notes, the Trustee will promptly exchange each beneficial interest in a Global Note for one or more certificated notes of the applicable Series in authorized denominations having an equal aggregate principal amount registered in their names the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and will not be considered to be thereupon the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to deemed canceled. Each certificated note issued in exchange therefor will bear the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsRestricted Legend.

Global Notes. Each (a) Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the registered Holder thereof and accordingly, no security certificates shall be issued to Beneficial Holders of interests in such Global Note except in the following circumstances or as otherwise specified in a resolution of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each directors of the Class A NotesCompany, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner an Officers' Certificate or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued supplemental indenture relating to the applicable Note OwnersNotes: (i) Global Notes may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or to another nominee or such Depository or by a Depository or its nominee to a successor Depository or its nominee; (ii) Global Notes may be transferred at any time by the IssuerDepository for such Global Notes in the event that: (A) the Depository has notified the Company that it is unwilling or unable to continue as Depository for such Global Note, (B) such Depository has ceased to be a clearing agency or otherwise ceases to be eligible to be a depository, and a successor Depository is not appointed by the Company within 90 days after receiving such notice or becoming aware that the Depository has ceased to be a clearing agency or otherwise ceases to be eligible to be a depository, (C) the Company has determined, in its sole discretion, to terminate the book-entry only registration system in respect of such Global Note Registrar and has communicated such determination to the Trustee in writing or, (D) an Event of Default has occurred and is continuing with respect to the Notes, provided that Depository Participants acting on behalf of Beneficial Holders holding more than 25% of the aggregate principal amount of the Notes then outstanding advise the Depository in writing that the continuation of a book-entry only system through the Depository is no longer in their best interest and provided further that the Trustee has not waived the Event of Default in accordance with the terms of this Indenture. Any Global Note exchanged pursuant to subclause (A), (B) or (C) above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant to subclause (D) above may be exchanged in whole or from time to time in part as directed by the Depository. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided further that any such Note so issued that is registered in the name of a Person other than the Depository or a nominee thereof shall not be a Global Note; or (iii) Global Notes may be transferred if required by applicable law. Certificated Notes issued pursuant to this Section 3.2(a) shall be registered in such names and in such denominations as the Depository, pursuant to instructions from its Depository Participants or otherwise shall instruct the Trustee provided that the aggregate principal amount of Certificated Notes is equal to the principal amount of the Global Note so exchanged. The Trustee shall deliver such Certificated Notes to or as directed by the Depository. Upon exchange of a Global Note for Certificated Notes such Global Notes shall be cancelled by the Trustee. (b) With respect to the Global Notes, unless and until definitive certificates have been issued to Beneficial Holders of interests in such Global Notes pursuant to Section 3.2(a): (i) the Company and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository for all purposes (including the payment of principal of and paying interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder Holder of the Notes and shall have no obligations to the Note Ownersauthorized representative of the Beneficial Holders; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners Beneficial Holders shall be exercised only through the Clearing Agency and the Clearing Agency Participants Depository and shall be limited to those established by law and agreements between such respective Note Owners Beneficial Holders and the Clearing Agency and/or Depository or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, Depository Participants; (iii) the Issuer intends that the Clearing Agency Depository will make book-book entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor);Depository Participants; and (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning the Beneficial Holders or representingthe Depository Participants, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee;. (vc) owners of Whenever a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered notice or other communication is required to be provided to Holders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to this Section 3.2, the owners Trustee shall provide all such notices and communications to the Depository and the Depository shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon surrender by the Depository of the certificate(s) representing the Global Notes, or Noteholders with respect to Global Notes represented by an Uncertificated Note, upon notice required pursuant to Internal Procedures, and receipt of any new registration instructions from the Depository, the Trustee shall deliver the Certificated Notes under for such Notes to the Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 3.1 and the remaining Sections of this Indenture; andArticle 3. (vid) payments on a Global Note will be made Notwithstanding anything herein or in the terms of the Notes to the Clearing Agencycontrary, or its nominee, as neither the registered owner thereof. None of Company nor the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will nor any agent thereof shall have any responsibility or liability for (i) any aspect of the records maintained by any Depository relating toto any securities entitlements or any other interests in the Notes or to the depository system maintained by such Depository, or payments payment made on, on account of beneficial ownership interests any securities entitlements or any other interest of any Person in a any Global Note (other than the applicable Depository or its nominee), (ii) for maintaining, supervising or reviewing any records of any Depository or any Depository Participant relating to any Notes, or (iii) any advice or representation made by or with respect to any Depository and relating to the beneficial ownership interestsrules governing any Depository or any action to be taken by any Depository on its own direction or at the discretion of any of its Depository Participants.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Global Notes representing shall be subject to the Global Notes, following in addition to be delivered to The Depository Trust Company (the initial Clearing Agencyprovisions of Section 2.9(b), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Owners pursuant to Section 2.9(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency such Depository for all purposes (including as the payment sole Holder of principal of and interest on the Class A Notes, the Class B Notes and the Class C authorized representative of the Beneficial Owners of such Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Beneficial Owners of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Owners shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Owners, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Beneficial Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders, the owners or Noteholders Trustee shall provide all such notices and communications to the Depository for delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Owners in accordance with Applicable Securities Laws; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or through the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository or its nominee for subsequent payment by the Depository or its nominee to the Beneficial Owners thereof.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C A-1 Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be delivered to The Depository Trust Company (deposited with the Indenture Trustee as custodian for DTC, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each of the Class A Notes, the Class B Notes and the Class C All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a “Definitive Note Note”) representing such Note Owner’s interest in such Notethe related Class A-1 Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of the Class A-1 Notes pursuant to the applicable Note OwnersSection 2.3 hereof: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to the Class A-1 Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control; (iiid) the rights of the respective Note Owners of the Class A-1 Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Class A-1 Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on on, the related Class A Notes, Class B A-1 Notes and Class C Notes, as to the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor);Depository Participants; and (ive) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders holding Notes evidencing a specified percentage of the Outstanding Principal Note Balance of the Notes (or a Class of A-1 Notes), the Clearing Agency Depositary shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Note Owners and/or Clearing Agency Depository Participants owning or representing, respectively, such required percentage Outstanding Note Balance of the beneficial interest in the Class A-1 Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the The Indenture Trustee or shall have no obligation to determine whether the Paying Agent will have Depository has in fact received any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch instructions.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 3.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 3.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Paying Agent or Registrar may deal with the Clearing Agency such Depository for all purposes (including as the payment sole holder of principal of and interest on the Class A Notes, the Class B Notes and the Class C authorized representative of the Beneficial Holders of such Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, Premium and interest on the Notes to such direct Participants; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee, Paying Agent and Registrar and their respective agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever;‌ (f) whenever a notice or other communication is required to be provided to Holders, the owners or Noteholders Trustee shall provide all such notices and communications to the Depository and the Depository for delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nominee, as nominee for subsequent payment by the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee Depository or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating its nominee to the beneficial ownership interestsBeneficial Holders thereof.

Global Notes. Each (a) A Global Note deposited with the Custodian of the Class A NotesDepository pursuant to Section 2.02 shall be transferred to the beneficial owners thereof only if such transfer complies with Section 2.05 and either (i) the Depository notifies the Trustee that it is unwilling or unable to continue as Depository for such Global Note or (ii) if at any time the Depository, the Class B Notes and the Class C NotesEuroclear or Clearstream, upon original issuance, will be issued in the form of typewritten Notes representing the Global NotesLuxembourg, to the extent applicable to such Global Note ceases to be delivered a Clearing Agency and, in each case a successor depository is not appointed by the Trustee within 90 days after such notice. (b) Any Global Notes that are transferable to The the beneficial owners thereof pursuant to this Section 2.09 (each a “Restricted Note”) shall be surrendered by the Depository to the Trustee’s Corporate Trust Company (the initial Clearing Agency), Office or its custodian, by, to an office or on behalf of, the Issuer. Each agency of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except Issuer maintained as provided in Section 2.117.03 to be so transferred, in whole or from time to time in part, without charge, and the Issuer shall execute and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note an equal Aggregate Principal Amount of the applicable certificated Notes of authorized denominations (pursuant to Instruction of the Depository). Unless Any portion of a Global Note transferred pursuant to this Section 2.09 shall be executed, authenticated and until delivered only in the minimum denominations and integral multiples of the amounts set forth in Section 2.03. Any Restricted Note delivered in exchange for an interest in a Global Note shall bear the legend set forth in Exhibit X-0, X-0, X-0, X-0 or D-1, as applicable, and shall be subject to the transfer restrictions referred to in such legends. The Holder of such a registered individual Restricted Note may transfer such Restricted Note by surrendering it at the office or agency maintained by the Issuer for this purpose as provided in Section 7.03. (c) Subject to the provisions of paragraph (b) of this Section 2.09, the Holder of a Global Note may grant proxies and otherwise authorize any Person, including Depository Participants and Persons that may hold interests through Depository Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of either of the events specified in paragraph (a) of this Section 2.09, the Issuer shall promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons. Pending the preparation of Restricted Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.112.09, the Issuer intends may execute, and upon Issuer Order the Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise reproduced in any authorized denomination, substantially of the Clearing Agency tenor of the Restricted Notes in lieu of which they are issued and with such appropriate insertions and omissions, as conclusively evidenced by their execution of such Notes. (e) The Depository will make book-entry transfers among the Clearing Agency Depository Participants of the Depository and will receive and transmit payments distributions of principal of and of, interest on the related Class A Notes, Class B Global Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepositary Participants.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the "Rule 144A Global Note"), authenticated and delivered in substantially the forms attached hereto included in Exhibits A through D and/or (ii) as a single note in "offshore transactions" (within the meaning of Regulation S), in fully registered form, without interest coupons (the "Temporary Regulation S Global Note"), authenticated and delivered in substantially the forms attached hereto included in Exhibits A through D. Such Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes, and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Aggregate Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each (a) Notwithstanding any other provision herein, this Note may not be exchanged in whole or in part for Notes registered, and no transfer of the Class A Notesthis Note in whole or in part may be registered, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., any person other than Depositary or a nominee thereof unless (i) such Depositary advises the nominee of The Depository Trust Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as the initial Clearing AgencyDepositary with respect to such Note, and no Class A qualified successor is appointed by the Company within 90 days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within 90 days after obtaining knowledge of such event, (iii) the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) of this Section 2(a) above, the Company or its agent shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in this Note Ownerof the occurrence of such event and of the availability of Notes to such owners of beneficial interests requesting the same. (b) If this Note is to be exchanged for other Notes or canceled in part, Class B or if another Note Owner is to be exchanged in whole or Class C Note Owner will receive in part for a Definitive Note representing beneficial interest in this Note, then either (i) such Note Owner’s interest in such Note, except shall be so surrendered for exchange or cancellation as provided in this Section 2.112 or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar (as defined below), whereupon the Registrar, in accordance with the applicable rules and procedures of the Depositary (“Applicable Depositary Procedures”), shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Unless and until definitiveUpon any such surrender or adjustment of this Note by the Depositary, fully registered Notes (the “Definitive Notes”) representing the Class A Notesaccompanied by registration instructions, the Class B Company shall cause to be executed and delivered any Notes issuable in exchange for such Note (or any portion thereof) in accordance with the Class C Notes have been issued instructions of the Depositary. a. Every Note executed and delivered upon registration of transfer of, or in exchange for or in lieu of, a Note or any portion thereof shall be executed and delivered in the form of, and shall be, a global Note, unless such Note is registered in the name of a person other than the Depositary for such Note or a nominee thereof. b. The Depositary or its nominee, as the registered owner of this Note, shall be the holder of such Note for all purposes under this Note, and owners of beneficial interests in this Global Note shall hold such interests pursuant to Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in this Global Note shall be shown only on, and the applicable Note Owners: (i) transfer of such interest shall be effected only through, records maintained by the IssuerDepositary or its nominee or its Depositary participants. If applicable, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may shall be entitled to deal with the Clearing Agency Depositary for all purposes relating to this Note (including the payment of principal of and interest on the Class A Notes, the Class B Notes thereon and the Class C Notesgiving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Noteholder holder of the Note and shall have no obligations to the Note Owners;owners of beneficial interests therein. (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the c. The rights of the respective owners of beneficial interests in a Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants Depositary and shall be limited to those established by law and agreements between such respective Note Owners owners and the Clearing Agency Depositary and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsparticipants.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each of the Class A Notes, the Class B Notes and the Class C All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a “Definitive Note Note”) representing such Note Owner’s interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.Depository Participants

Global Notes. Each (i) The Offered Notes offered and sold to U.S. Persons in reliance on the exemption from registration under Rule 144A (except for any sale directly from the Issuer) 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 legend set forth in Exhibit A-1 and Exhibit A-2 hereto, added to the form of the Class A Notes ("Class-A Rule 144A Global Notes, ") and the Class B Notes ("Class-B Rule 144A Global Notes", and together with the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the A Rule 144A Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency"Rule 144A Global Notes"), or its custodian, by, or on behalf of, the Issuer. Each each of the Class A Notes, the Class B Notes and the Class C Notes which shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and deposited with the Indenture Trustee, at its Corporate Trust Office, as custodian for DTC, duly executed by the Issuer and their respective officers, directors, employees and agents authenticated by the Indenture Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may deal with the Clearing Agency for all purposes (including the payment of principal of and interest from time to time be increased or decreased by adjustments made on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights records of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C NotesIndenture Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (ii) The Offered 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 legend set forth in Exhibit A-1 hereto, added to such Clearing Agency Participants the form of the Class A Notes ("Class A Regulation S Global Notes") and neither to the form of Class B Notes ("Class B Regulation S Global Notes", and together with the Class A Regulation S Global Notes, the "Regulation S Global Notes" and, together with the Rule 144A Global Notes, the "Global Notes"), which shall be deposited on behalf of the subscribers for the Class A Notes and the Class B Notes represented thereby with the Indenture Trustee nor as custodian for DTC and registered in the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or name of a nominee of DTC for the consent of Noteholders evidencing a specified percentage respective accounts of the Outstanding Principal Balance Euroclear Operator and Clearstream or their respective depositories, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes (may from time to time be increased or a Class of Notes), decreased by adjustments made on the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage records of the beneficial interest in the Notes (Indenture Trustee or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, DTC or its nominee, as the registered owner thereof. None of the Issuercase may be, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsas hereinafter provided.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 5.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 5.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by law Applicable Law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a beneficial interest notice or other communication is required to be provided to Holders in connection with this Indenture or the Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of such notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; (g) notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the Paying Agent, shall have no further liability for the money; (h) Subject to the provisions hereof, at the Issuer’s option, Notes may, in lieu of being issued in physical form be instead issued and registered owner thereof. None in the name of the IssuerDepository or its nominee and: (i) the deposit of such Notes may be confirmed electronically by the Trustee to a particular Participant through the Depository; and (ii) shall be identified by a specific CUSIP/ISIN as requested by the Issuer from the Depository to identify each specific series of Note. If the Issuer issues Notes in a non-certificated format, GE CapitalBeneficial Holders of such Notes registered and deposited with CDS shall not receive certificates in definitive form and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Beneficial interests in Notes registered and deposited with CDS will be represented only through the non-certificated inventory system administered by CDS. Transfers of Notes registered and deposited with CDS between Participants shall occur in accordance with the rules and procedures of CDS. (i) Notwithstanding anything herein to the contrary, none of the Indenture Issuer nor the Trustee or the Paying Agent will nor any agent thereof shall have any responsibility or liability for for: (i) the electronic records maintained by the Depository relating to any aspect of ownership interests or other interests in the records relating toNotes or the depository system maintained by the Depository, or payments made on, on account of beneficial any ownership interests interest or any other interest of any Person in a Global any Note represented by an electronic position in the non-certificated inventory system administered by the Depository (other than the Depository or for its nominee); (ii) maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or (iii) any advice or representation made or given by the beneficial ownership interestsDepository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

Global Notes. Each of the Class A Notes, the Class B This Section 2(b) shall apply to all Book-Entry Notes and the Class C Notes, upon original issuance, will be issued represented by one or more Global Notes that are registered in the form name of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company or another depositary specified by the Issuer (the initial Clearing Agency), “Depositary”) or its custodian, bya nominee thereof: (i) each Global Note representing Book-Entry Notes will be deposited with, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Depositary and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the Depositary or a nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Ownersthereof; (ii) to the extent that this Section 2.9 conflicts with notwithstanding any other provisions of this IndentureAgreement or a Global Note, this Section 2.9 such Global Note shall controlnot be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note may be exchanged for Notes in fully registered form (“Certificated Notes”), in such form as shall be delivered to the Issuing and Paying Agent by the Issuer, in the event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary has ceased to be a “clearing agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a successor depositary is not appointed by the Issuer within sixty (60) days thereafter, (B) an Event of Default (as defined in the Notes) has occurred and is continuing with respect to the Notes or (C) the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall no longer be represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (C) above shall be so exchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary; (iii) the rights of the respective Notes issued in exchange for a Global Note Owners or any portion thereof shall be exercised only through the Clearing Agency and the Clearing Agency Participants issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be limited to those established by law registered in such names and agreements between be in such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued denominations pursuant to Section 2.1112 as the Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall be surrendered by the Depositary to the corporate trust office of the Issuing and Paying Agent located at 0000 Xxxx Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer intends that shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Clearing Agency will make book-entry transfers among Issuer the Clearing Agency Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and (iv) neither any members of, or participants in, the Depositary (“Participants”) nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Note registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C NotesDepositary or such nominee, as the case may be, to such Clearing Agency Participants (may be treated by the Issuer, the Issuing and neither Paying Agent and any agent of the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, Issuer or the consent Issuing and Paying Agent as the absolute owner and Registered Holder of Noteholders evidencing a specified percentage such Global Note in accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Outstanding Principal Balance of Issuer or the Notes (Issuing and Paying Agent from giving effect to any written certification, proxy or a Class of Notes), other authorization furnished by the Clearing Agency shall be deemed to represent Depositary or such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect rights of the records relating to, or payments made on, account a Registered Holder of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsNote.

Global Notes. Each The InterNotes will be issued initially in the form of Global Notes. "Global Note" means a registered Note evidencing one or more InterNotes, issued to the Depository for such InterNotes in accordance with this Article and bearing the legend prescribed in this Article. A single Global Note will represent all Notes issued on the same day and having the same terms, including, but not limited to, the same Interest Payment Dates, rate of interest, Stated Maturity, and redemption or repayment provisions (if any), including any Survivor's Option. The Company shall execute and the Trustee shall, in accordance with this Article and the Company Order with respect to the InterNotes, authenticate and deliver one or more Global Notes in temporary or permanent form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Class A InterNotes to be represented by one or more Global Notes, (ii) shall be registered in the Class B name of the Depository for such Global Note or Notes or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions and (iv) shall bear a legend substantially to the Class C Notesfollowing effect in addition to the legend required by Section 2.11(a) of the Provisions: "Unless this Global Note is presented by an authorized representative of the Depository to the Issuer or its agent for registration of transfer, upon original issuanceexchange or payment, will and any InterNote issued is registered in the name of the Depository or in such other name as is requested by the Depository, any transfer, pledge or other use hereof for value or otherwise by or to any person shall be wrongful inasmuch as the registered owner hereof, the Depository, has an interest herein." Notwithstanding Section 2.05 of the Provisions, unless and until it is exchanged in whole or in part for Notes in definitive form, a Global Note representing one or more InterNotes may not be transferred except as a whole by the Depository, to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for the InterNotes or a nominee of such successor Depository. The third paragraph of Section 2.05 of the Provisions shall not apply to InterNotes issued in the form of typewritten Global Notes. If at any time the Depository for the InterNotes notifies the Company that it is unwilling or unable to continue as Depository for the InterNotes or if at any time the Depository for the InterNotes shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depository with respect to the InterNotes. If a successor Depository for the InterNotes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive InterNotes, will authenticate and deliver InterNotes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such InterNotes in exchange for such Global Note or Notes. The Company may at any time and in its sole discretion determine that the InterNotes issued in the form of one or more Global Notes shall no longer by represented by such Global Note or Notes. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive InterNotes will authenticate and deliver InterNotes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such InterNotes in exchange for such Global Note or Notes. The Depository for such InterNotes may surrender a Global Note or Notes for such InterNotes in exchange in whole or in part for InterNotes in definitive form on such terms as are acceptable to the Company and such Depository. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge: to each Person specified by such Depository a new InterNote or Notes, of any authorized denomination as requested by such Person in aggregate principal amount equal to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing exchange for such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Person's beneficial interest in the Notes (or Class of Notes) Global Note; and has delivered to such instructions Depository a new Global Note in a denomination equal to the Indenture Trustee; (v) owners difference, if any, between the principal amount of a beneficial interest in a the surrendered Global Note and the aggregate principal amount of InterNotes delivered to Holders thereof. In any exchange provided for in this Article, the Company will not be entitled to have any portion execute and the Trustee will authenticate and deliver InterNotes in definitive registered form in authorized denominations. Upon the exchange of a Global Note registered for InterNotes in their names and will not definitive form, such Global Note shall be considered to be cancelled by the owners or Noteholders of any Notes under this Indenture; and (vi) payments on Trustee. InterNotes issued in exchange for a Global Note will pursuant to this Article shall be made registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such InterNotes to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests persons in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestswhose names such InterNotes are so registered.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibits A through D and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibits A through D. Such Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Notes, and shall have no obligations obligation to the Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this IndentureAgreement, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturethe Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture Agreement requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Aggregate Principal Amount of the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.

Global Notes. Each The provisions of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the clauses (1) through (7) below shall apply only to Global Notes, to be delivered to The Depository Trust Company : (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes 1) each Global Note authenticated under this Indenture shall initially be registered on the Note Register in the name of Cede & Co.the Depositary or a nominee thereof and delivered to the Depositary or a nominee thereof or custodian therefore, the nominee and each such Global Note shall constitute a single Note for all purposes of The Depository Trust Company as the initial Clearing Agencythis Indenture; (2) notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no Class A transfer of a Global Note Ownerin whole or in part may be registered, Class B Note Owner in the name of any Person other than the Depositary or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes nominee thereof unless (A) the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: Depositary (i) has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Note and the Issuer thereupon fails to appoint a successor Depositary or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) the Issuer, at its option, notifies the Note Registrar Trustee in writing that it elects to cause the issuance of the Notes in definitive registered certificated form, or (C) an Event of Default has occurred and is continuing and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with Registrar has received a written request from a beneficial owner of the Clearing Agency for all purposes (including Notes through an Agent Member to issue its proportionate interest in the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Global Note Ownersin certificated form; (ii3) if any Global Note is to be exchanged for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the extent that Trustee, as Registrar, for exchange or cancellation as provided in this Section 2.9 conflicts with Article III. If any Global Note is to be exchanged for other provisions of this IndentureNotes or cancelled in part, this Section 2.9 shall control; (iii) the rights of the respective or if another Note Owners is to be exchanged in whole or in part for a beneficial interest in any Global Note, such Global Note shall be exercised only through so surrendered for exchange or cancellation as provided in this Article III or, if the Clearing Agency and Trustee is acting as custodian for the Clearing Agency Participants and Depositary or its nominee (or is party to a similar arrangement) with respect to such Global Note, the principal amount thereof shall be limited reduced or increased by an amount equal to those established by law and agreements between the portion thereof to be so exchanged or cancelled, or the principal amount of such respective other Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and be so exchanged for a beneficial interest on the related Class A Notes, Class B Notes and Class C Notestherein, as the case may be, to such Clearing Agency Participants (and neither in each case by means of an appropriate adjustment made on the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage records of the Outstanding Principal Balance of Trustee, whereupon the Notes Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representatives to make a corresponding adjustment to its records (including by crediting or a Class of Notes), the Clearing Agency shall be deemed debiting any Agent Member’s account as necessary to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning reflect any transfer or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners exchange of a beneficial interest pursuant to Section 3.4(c)). Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 3.4(a)(2) and as otherwise provided in this Article III, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Issuer shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to conclusively rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures; (4) every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note will not be entitled to have or any portion thereof, whether pursuant to this Article III or Section 10.5 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Global Note registered in their names and will not be considered to be Person other than the owners Depositary or Noteholders of any Notes under this Indenture; anda nominee thereof; (vi5) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None none of the Issuer, GE Capitalthe Guarantors, the Indenture Trustee Trustee, any agent of the Trustee, any Paying Agent or the Paying Agent Registrar will have any responsibility or liability for any aspect of the Depositary’s records (or the records of the participant of such Depositary) relating to, to or payments made on, on account of beneficial ownership interests in of a Global Note or for maintaining, supervising or reviewing any records of the Depositary relating to the such beneficial ownership interests; (6) subject to the provisions in the legends required by Section 2.2 above, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members and Persons who may hold interests in Agent Members, to take any action that such Holder is entitled to take under this Indenture; (7) except as provided in Section 3.4(a)(2) herein, neither Agent Members nor any other Person on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Guarantors, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Global Notes. Each (a) Portions of a Global Note of any series deposited with the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will Depositary pursuant to Section 2.04 shall be issued transferred in the certificated form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: beneficial owners thereof only if such transfer complies with Section 2.06 and (i) the IssuerDepositary notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or if at any time such Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Issuer within 90 days of such notice or within 90 days after the Issuer becomes aware of such cessation, (ii) an Event of Default has occurred and is continuing with respect to the Note Registrar Notes of such series and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of thereof and interest on thereon has been accelerated and the Class A Notesowners of beneficial interests in the Global Notes with fractional undivided interests aggregating a majority interest advise the Trustee, the Class B Notes Issuer and the Class C Notes) as Depositary through Agent Members in writing that the sole Noteholder and shall have continuation of a book-entry system through the Depositary or its successors is no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; longer in their best interest or (iii) the rights Issuer determines (subject to the Applicable Procedures) that the Notes of such series shall no longer be represented by such Global Note. (b) A Global Note of a series, portions of which are transferable to the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants beneficial owners thereof pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.112.05, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only surrendered by the Depositary to the extent that it has received instructions Trustee at its Corporate Trust Office for registration of transfer, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such effect from Note Owners and/or Clearing Agency Participants owning or representingregistration of transfer of each portion of such Global Note, respectively, an equal aggregate principal amount of certificated Notes of such required percentage series of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any authorized denominations. Any portion of a Global Note whose registration is transferred pursuant to this Section 2.05 shall be executed, authenticated and delivered only in the denominations, if other than as specified in Section 2.01(9), specified in the Management Committee Resolution or indenture supplemental hereto with respect to such series of Notes and registered in their such names and will not be considered to be as the owners or Noteholders Depositary shall direct. Any Note of any Notes series delivered in exchange for a portion of a Rule 144A Global Note or an Accredited Investor Global Note of such series shall bear the Private Placement Legend. (c) Subject to the provisions of Section 2.04(e) above, the registered holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Noteholder is entitled to take under this Indenture; andIndenture or the Notes of the applicable series. (vid) payments on a Global Note will be made In the event of the occurrence of any of the events specified in paragraph (a) of this Section 2.05, the Issuer shall promptly make available to the Clearing AgencyTrustee a reasonable supply of certificated Notes of each applicable series in definitive fully registered form without interest coupons. (e) The Global Notes of each series issued and authenticated pursuant to the first paragraph of Section 2.04(d) (both before and after the expiration of the Restricted Period), or its nominee, as and any Accredited Investor Global Notes of each series and the registered owner thereof. Rule 144A Global Notes of each series shall each be assigned separate securities identification numbers. (f) None of the Issuer, GE Capital, the Indenture Trustee nor any agent of the Issuer or the Paying Agent Trustee will have any responsibility or liability for any aspect of the records relating to, to or payments made on, on account of beneficial ownership interests in of a Global Note or for maintaining, supervising or reviewing any records relating to the such beneficial ownership interests.

Global Notes. Each of The Class A-1 Notes and Class A-2 Notes offered and sold by the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will A-1/A-2 Initial Purchaser to QIBs in reliance on Rule 144A shall be issued initially in the form of typewritten Notes representing the Rule 144A Global Notes, to which shall be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or deposited on behalf of, of the Issuer. Each purchasers of the Class A Notes, the Class B A-1 Notes and Class A-2 Notes represented thereby with the Class C Notes shall initially be Indenture Trustee, as custodian for the Security Depository, and registered on the Note Register in the name of Cede & Co., the Security Depository or a nominee of the Security Depository, duly executed by the Issuers and authenticated by the Indenture Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee and the Security Depository Trust Company or its nominee as hereinafter provided. The Indenture Trustee shall not be liable for any error or omission by the initial Clearing Agency, Security Depository in making such record adjustments and no the records of the Indenture Trustee shall be controlling with regard to the Note Principal Balance of Class A A-1 Notes and Class A-2 Notes hereunder. Each Global Note Owner, shall represent such of the Outstanding Class B Note Owner A-1 Notes or Class C A-2 Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding Class A-1 Notes and Class A-2 Notes from time to time endorsed thereon and that the aggregate amount of Outstanding Class A-1 Notes and Class A-2 Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note Owner will receive a Definitive Note representing such Note Owner’s interest to reflect the amount of any increase or decrease in such Note, except as provided in Section 2.11. Unless the amount of Outstanding Class A-1 Notes and until definitive, fully registered Class A-2 Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and represented thereby shall be made by the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established or by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that 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 related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or at the consent direction of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners , in accordance with instructions given by the Holder thereof. Except as set forth in Section 3.06, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Security Depository or to a beneficial interest in a Global Note will not be entitled to have any portion successor of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, Security Depository or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Global Notes. Each of (a) If the Class A Notes, Corporation shall establish pursuant to Section 2.3 that the Class B Senior Notes and the Class C Notes, upon original issuance, will are to be issued in the form of typewritten Notes representing the as Global Notes, then the Corporation shall execute and the Trustee shall, in accordance with Section 2.4, authenticate and deliver, Global Notes that (i) shall represent, and shall be denominated in an amount equal to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf aggregate principal amount of, the Issuer. Each all of the Class A outstanding Senior Notes, the Class B Notes and the Class C Notes (ii) shall initially be registered on the Note Register in the name of Cede & Co.the Depository Institution or its nominee, (iii) shall be delivered by the nominee of The Trustee to the Depository Trust Company Institution or pursuant to the Depository Institution's instruction and (iv) shall bear a legend substantially to the following effect: "Except as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as otherwise provided in Section 2.11. Unless and until definitive, fully registered Notes (2.11 of the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control;Senior Note may be transferred, in whole but not in part, only to another nominee of the Depository Institution or to a successor Depository Institution or to a nominee of such successor Depository Institution." (iiib) Notwithstanding the rights provisions of Section 2.7, the Global Notes may be transferred, in whole but not in part and in the manner provided in Section 2.7, only to another nominee of the respective Note Owners Depository Institution for such series or to a successor Depository Institution for such Senior Notes selected or approved by the Corporation or to a nominee of such successor Depository Institution. (c) If at any time the Depository Institution for the Global Notes notifies the Corporation that it is unwilling or unable to continue as Depository Institution for such Global Notes or if at any time the Depository Institution for such Global Notes shall no longer be exercised only through registered or in good standing under the Clearing Agency Exchange Act, or other applicable statute or regulation, and a successor Depository Institution for such Global Notes is not appointed by the Clearing Agency Participants and shall be limited to those established by law and agreements between Corporation within 90 days after the Corporation receives such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments notice or becomes aware of principal of and interest on the related Class A Notes, Class B Notes and Class C Notessuch condition, as the case may be, this Section 2.11 shall no longer be applicable to such Clearing Agency Participants (the Senior Notes and neither the Indenture Corporation will execute, and subject to Section 2.7, the Trustee nor will authenticate and deliver, the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions Senior Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage principal amount of the Outstanding Principal Balance Global Notes in exchange for such Global Notes. In addition, the Corporation may at any time determine that the Senior Notes shall no longer be represented by the Global Notes and that the provisions of this Section 2.11 shall no longer apply to the Senior Notes. In such event the Corporation will execute and, subject to Section 2.7, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Corporation, will authenticate and deliver the Senior Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes (or a Class in exchange for such Global Notes. Upon the exchange of Notes)the Global Notes for such Senior Notes in definitive registered form without coupons, in authorized denominations, the Clearing Agency Global Notes shall be deemed canceled by the Trustee. Such Senior Notes in definitive registered form issued in exchange for the Global Notes pursuant to represent this Section 2.11(c) shall be registered in such percentage only names and in such authorized denominations as the Depository Institution, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Senior Notes to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions Depository Institution for delivery to the Indenture Trustee; (v) owners of a beneficial interest Persons in a Global Note will not be entitled to have any portion of a Global Note registered in their whose names and will not be considered to be the owners or Noteholders of any such Senior Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsare so registered.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each The Notes sold to non-U.S. persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes (each, a “Temporary Regulation S Global Notes”). Upon the expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in permanent Global Notes of the same Class A Notes(together with a Temporary Regulation S Global Note, the Class B a “Regulation S Global Note”). The Notes and the Class C sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes (each, a “Rule 144A Global Note”). All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing AgencyCompany, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a “Definitive Note Note”) representing such Note Owner’s interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3 hereof: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository Participants.

Global Notes. (a) Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes Note authenticated ------------- under this Indenture shall initially be registered on the Note Register in the name of Cede & Co.the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, the nominee and each such Global Note shall constitute a single Note for all purposes of The Depository Trust Company as the initial Clearing Agencythis Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no Class A transfer of a Global Note Ownerin whole or in part may be registered, Class B in the name of any Person other than the Depositary for such Global Note Owner or Class C a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note Owner will receive or (B) has ceased to be a Definitive clearing agency registered as such under the Exchange Act, and in either case the Company fails to appoint a successor Depositary, (ii) the Company executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Note representing in certificated form and that all Global Notes shall be exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Notes. (c) If any Global Note Owner’s interest is to be exchanged for other Notes or canceled in such Notewhole, except it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancelation as provided in Section 2.11this Article III. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B If any Global Note is to be exchanged for other Notes or the Class C Notes have been issued canceled in part, or if another Note is to the applicable Note Owners: be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) the Issuer, the such Global Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency shall be so surrendered for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) exchange or cancelation as the sole Noteholder and shall have no obligations to the Note Owners; provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the extent that this Section 2.9 conflicts with any portion thereof to be so exchanged or canceled, or equal to the principal amount of such other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall Notes to be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and so exchanged for a beneficial interest on the related Class A Notes, Class B Notes and Class C Notestherein, as the case may be, to such Clearing Agency Participants (and neither by means of an appropriate adjustment made on the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage records of the Outstanding Principal Balance Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 3.06(c) and as otherwise provided in this Article III, authenticate and deliver any Notes issuable in exchange for such Global Notes (or a Class of Notes)any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Clearing Agency Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be deemed entitled to represent rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such percentage only order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. (e) The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the extent that it has received instructions to Applicable Procedures. Accordingly, any such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a owner's beneficial interest in a Global Note will not be entitled to have any portion shown only on, and the transfer of a Global Note registered in their names and will not such interest shall be considered to be effected only through, records maintained by the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, Depositary or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee nominee or the Paying its Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsMembers.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the Global Notes"GLOBAL NOTES" and each, a "GLOBAL NOTE") to be delivered to deposited with the Indenture Trustee as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each of the Class A Notes, the Class B Notes and the Class C All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, DTC and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note definitive note (a "DEFINITIVE NOTE") representing such Note Owner’s 's interest in such Notethe related Class of Notes, except as provided in Section 2.112.3 hereof. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3 hereof, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of of, and interest on the related Class A Noteson, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository Participants.

Global Notes. (a) Each Global Note issued under this Agreement shall be registered in the name of the Class A NotesDepositary for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Agreement. (b) Notwithstanding any other provision in this Agreement, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the Class B Notes name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Note Holders that it is unwilling or unable to continue as Depositary for such Global Note or (B) has ceased to be a clearing agency registered as such under the Exchange Act, and in either case the Class C Notes, upon original issuance, will be issued Depositor fails to appoint a successor Depositary within 90 days or (ii) the Depositor executes and delivers to Table of Contents the Trustee a letter of instruction and authorization substantially in the form of typewritten Exhibit D stating that it elects to cause the issuance of the Notes representing in certificated form and that all Global Notes shall be exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee). (c) If any Global Notes, Note is to be delivered to The Depository Trust Company (the initial Clearing Agency)exchanged for other Notes or canceled in whole, or its custodian, by, it shall be surrendered by or on behalf of, the Issuer. Each of the Class A NotesDepositary or its nominee to the Trustee, the Class B Notes and the Class C Notes shall initially be registered on the as Note Register in the name of Cede & Co.Registrar, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner for exchange or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except cancellation as provided in Section 2.11this Article Four. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B If any Global Note is to be exchanged for other Notes or the Class C Notes have been issued canceled in part, or if another Note is to the applicable Note Owners: be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) the Issuer, the such Global Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may deal with the Clearing Agency shall be so surrendered for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) exchange or cancellation as the sole Noteholder and shall have no obligations to the Note Owners; provided in this Article Four or (ii) the Participated Principal Amount thereof shall be reduced or increased by an amount equal to the extent that this Section 2.9 conflicts with any portion thereof to be so exchanged or canceled, or equal to the Participated Principal Amount of such other provisions of this Indenture, this Section 2.9 shall control; (iii) the rights of the respective Note Owners shall to be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and so exchanged for a beneficial interest on the related Class A Notes, Class B Notes and Class C Notestherein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such Clearing Agency Participants surrender or adjustment of a Global Note, the Trustee shall, as otherwise provided in this Article Four, deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the instruction of the Depositor, and neither registered in such names as may be directed by, the Indenture Depositary or its authorized representative. Upon the request of the Trustee nor in connection with the Note Registrar occurrence of any of the events specified in the preceding paragraph, the Depositor shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Four if such order, direction or request is given or made in accordance with the Applicable Procedures, and the Trustee shall have no liability to any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only party in connection therewith except to the extent that it has received instructions of its own gross negligence or willful misconduct. (d) Every Note delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to such effect from Note Owners and/or Clearing Agency Participants owning this Article Four or representingotherwise, respectively, such required percentage of the beneficial interest shall be delivered in the Notes form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. (e) The Depositary or Class its nominee, as registered owner of a Global Note, shall be the Note Holder of such Global Note for all purposes under this Agreement and the Notes) , and has delivered owners of beneficial interests in a Global Note shall hold such instructions interests pursuant to the Indenture Trustee; (v) owners of a Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Note will not be entitled to have any portion shown only on, and the transfer of a Global Note registered in their names and will not such interest shall be considered to be effected only through, records maintained by the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, Depositary or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee nominee or the Paying its Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsMembers.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 3.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 3.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency such Depository for all purposes (including as the payment sole holder of principal of and interest on the Class A Notes, the Class B Notes and the Class C authorized representative of the Beneficial Holders of such Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by applicable law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of outstanding Notes), the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names such Depository and will not receive and transmit distributions of principal, Premium and interest on the Notes to such direct Participants; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be considered treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a notice or other communication is required to be provided to Holders, the owners or Noteholders Trustee shall provide all such notices and communications to the Depository and the Depository for delivery of any Notes under this Indenturesuch notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation; and (vig) notwithstanding any other provision of this Indenture, all payments on in respect of Notes issuable in the form of or represented by a Global Note will shall be made to the Clearing Agency, Depository or its nominee, as nominee for subsequent payment by the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee Depository or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating its nominee to the beneficial ownership interestsBeneficial Holders thereof.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued to a Depository in the form of typewritten Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on subject to the Note Register following in addition to the name provisions of Cede & Co.Section 4.2, the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:Beneficial Holders pursuant to Section 4.2(b): (ia) the Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) such Depository as the sole Noteholder and shall have no obligations to authorized representative of the Note OwnersBeneficial Holders of such Notes; (ii) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iiib) the rights of the respective Note Owners Beneficial Holders of such Notes shall be exercised only through the Clearing Agency such Depository and the Clearing Agency Participants and rights of Beneficial Holders shall be limited to those established by law Applicable Law and agreements between such respective Note Owners the Depository and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive between such Participants and transmit payments Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Depository; (ivc) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders evidencing a specified percentage of the Outstanding Principal Balance outstanding Notes of the Notes (or a Class of Notes)any series, the Clearing Agency Depository shall be deemed to represent such be counted in that percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning Beneficial Holders or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture TrusteeParticipants; (vd) owners such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof; (e) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever; (f) whenever a beneficial interest notice or other communication is required to be provided to Holders in connection with this Indenture or the Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of such notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository; (g) notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will shall be made to the Clearing Agency, Depository or its nomineenominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the Paying Agent, shall have no further liability for the money; (h) Subject to the provisions hereof, at the Issuer’s option, Notes may, in lieu of being issued in physical form be instead issued and registered owner thereof. None in the name of the Issuer, GE Capital, Depository or its nominee and: (i) the Indenture deposit of such Notes may be confirmed electronically by the Trustee or to a particular Participant through the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.Depository; and

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing one or more book-entry global certificates (the “Global Notes” and each, a “Global Note”) to be delivered to deposited with the Indenture Trustee, as custodian for The Depository Trust Company (Company, the initial Clearing Agency)Depository, or its custodian, by, by or on behalf of, of the Issuer. Each The Notes sold to non-U.S. persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes (each, a “Temporary Regulation S Global Notes”). Upon the expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in permanent Global Notes of the same Class A Notes(together with a Temporary Regulation S Global Note, the Class B a “Regulation S Global Note”). The Notes and the Class C sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes (each, a “Rule 144A Global Note”). All Global Notes shall be initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing AgencyCompany, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a definitive note (a “Definitive Note Note”) representing such Note Owner’s interest in such Notethe related Class of Notes, except as provided in Section 2.112.3. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued in respect of a Class of Notes pursuant to the applicable Note OwnersSection 2.3: (ia) the provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Issuer, the Note Registrar Servicer and the Indenture Trustee, and their respective officers, directors, employees and agents Trustee may deal with the Clearing Agency Depository and the Depository Participants for all purposes with respect to such Notes (including the payment making of principal of and interest distributions on the Class A Notes, the Class B Notes and the Class C such Notes) as the sole Noteholder and shall have no obligations to authorized representatives of the respective Note Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.2 shall control;; and (iiid) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such the respective Note Owners and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant Depository Participants. Pursuant to this Indenture. Unless the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.112.3, the Issuer intends that the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments distributions of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestsDepository Participants.

Global Notes. Each of the Class A Notes, the Class B Notes and the Class C The Series 20__-_ Notes, upon original issuance, will be issued in the form of typewritten Notes notes representing the Global Book-Entry Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, DTC by, or on behalf of, the Issuer. Each [The Series 20__-_ Notes sold to persons who are not U.S. Persons in offshore transactions in reliance on Regulation S will each be issued initially in the form of a Temporary Regulation S Global Note and a Permanent Regulation S Global Note for each class of Notes in definitive, fully registered form without interest coupons. Prior to _______ ___, 20__, beneficial interests in the Class A NotesRegulation S Global Notes will be represented by a Temporary Regulation S Global Note, and on and after _______ ___, 20__, beneficial interests in the Class B Regulation S Global Notes and the Class C will be represented by a Permanent Regulation S Global Note.] Such Series 20__-_ Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner Series 20__-_ Noteholder or Class C Note Beneficial Owner will receive a Definitive Note representing such Note Series 20__-_ Noteholder’s or Beneficial Owner’s interest in such Series 20__-_ Note, except as provided in Section 2.112.15 of the Indenture. Unless and until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Ownersissued: (ia) the Issuer, provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture Supplement (including the payment of principal of and interest on the Class A Notes, the Class B Series 20__-_ Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Series 20__-_ Notes, and shall have no obligations obligation to the Note Series 20__-_ Noteholders or Beneficial Owners; (iic) to the extent that the provisions of this Section 2.9 conflicts conflict with any other provisions of the Indenture or this IndentureIndenture Supplement, the provisions of this Section 2.9 shall control; (iiid) the rights of the respective Note Series 20__-_ Noteholders and Beneficial Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners Series 20__-_ Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to this IndentureParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.112.15 of the Indenture, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Series 20__-_ Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ive) whenever the Indenture or this Indenture Supplement requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Series 20__-_ Noteholders or Beneficial Owners evidencing a specified percentage of the Outstanding Principal Balance Amount of the Notes (or a Class of Series 20__-_ Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners Series 20__-_ Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Series 20__-_ Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee;; and (vf) owners of a beneficial interest in Notwithstanding any provision to the contrary herein, so long as a Global Note will not remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Global Note, in whole or in part, shall only be entitled made in accordance with this Section 1.03. (i) Subject to have any portion clauses (ii) through (iv) of this Section 1.03(f), transfers of a Global Note registered in their names and will not shall be considered limited to be the owners or Noteholders transfers of any Notes under this Indenture; and (vi) payments on a such Global Note will be made in whole, but not in part, to a nominee of the Clearing Agency, Agency or its nominee, as the registered owner thereof. None to a successor of the Issuer, GE Capital, the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor’s nominee.

Global Notes. Each (a) Provided that applicable depositary eligibility requirements are met and any requisite approval of any Governmental Agency has been obtained, upon the written election of the Class A holders of a majority in principal amount of outstanding Subordinated Notes, the Class B Issuer shall use its commercially reasonable efforts to provide that the Subordinated Notes and owned by holders that are “Qualified Institutional Buyers”, as defined in Rule 144A under the Class C NotesSecurities Act, upon original issuance, will shall be issued in the form of typewritten one or more global Subordinated Notes representing the Global Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company Issuer (each a “Global Note”) or another organization registered as a clearing agency under the initial Clearing AgencySecurities Exchange Act of 1934, as amended (the “Exchange Act”), and designated as Depositary by the Issuer or any successor thereto (the “Depositary”) or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision herein, no Global Note may be exchanged in whole or in part for Subordinated Notes registered, and no Class A transfer of a Global Note Ownerin whole or in part may be registered, Class B in the name of any Person other than the Depositary for such Global Note Owner or Class C a nominee thereof unless (i) such Depositary advises the Issuer in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Issuer within ninety (90) days of receipt by the Issuer of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Issuer within ninety (90) days after obtaining knowledge of such event, (iii) the Issuer elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Issuer or its agent shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note Owner will receive of the occurrence of such event and of the availability of Subordinated Notes to such owners of beneficial interests requesting the same. (c) If any Global Note is to be exchanged for other Subordinated Notes or canceled in part, or if another Subordinated Note is to be exchanged in whole or in part for a Definitive Note representing such Note Owner’s beneficial interest in such any Global Note, except then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Section 2.118 or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Subordinated Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Issuer or Registrar, whereupon the Issuer or the Registrar, in accordance with the applicable rules and procedures of the Depositary (“Applicable Depositary Procedures”), shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Unless and until definitiveUpon any such surrender or adjustment of a Global Note by the Depositary, fully registered Notes (the “Definitive Notes”) representing the Class A Notesaccompanied by registration instructions, the Class B Issuer shall execute and deliver any Subordinated Notes issuable in exchange for such Global Note (or any portion thereof) in accordance with the Class C Notes have been issued to instructions of the applicable Note Owners:Depositary. (id) Every Subordinated Note executed and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be executed and delivered in the Issuerform of, and shall be, a Global Note, unless such Subordinated Note is registered in the name of a Person other than the Depositary for such Global Note Registrar or a nominee thereof. (e) The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Note, and owners of beneficial interests in a Global Note shall hold such interests pursuant to Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the Indenture Trusteetransfer of such interest shall be effected only through, and their respective officers, directors, employees and agents may records maintained by the Depositary or its nominee or its Depositary participants. The Registrar shall be entitled to deal with the Clearing Agency Depositary for all purposes relating to a Global Note (including the payment of principal of and interest on the Class A Notes, the Class B Notes thereon and the Class C Notesgiving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Noteholder holder of the Subordinated Note and shall have no obligations to the Note Owners;owners of beneficial interests therein. The Registrar shall have no liability in respect of any transfers effected by the Depositary. (iif) to the extent that this Section 2.9 conflicts with any other provisions of this Indenture, this Section 2.9 shall control; (iii) the The rights of the respective owners of beneficial interests in a Global Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants Depositary and shall be limited to those established by law and agreements between such respective Note Owners owners and the Clearing Agency Depositary and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments its participants. (g) No holder of principal of and any beneficial interest in any Global Note held on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar its behalf by a Depositary shall have any liability therefor); (iv) whenever this Indenture requires or permits actions rights with respect to such Global Note, and such Depositary may be taken based upon instructions, directions, or treated by the consent of Noteholders evidencing a specified percentage Issuer and any agent of the Outstanding Principal Balance Issuer as the owner of such Global Note for all purposes whatsoever. Neither the Issuer nor any agent of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, GE Capital, the Indenture Trustee or the Paying Agent Issuer will have any responsibility or liability for any aspect of the records relating to, to or payments made on, on account of beneficial ownership interests in of a Global Note or for maintaining, supervising or reviewing any records relating to the such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Issuer or any agent of the Issuer from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Subordinated Note.

Global Notes. Each of the The Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the form registration requirements of typewritten the Securities Act in reliance on Rule 144A, as a single note in fully registered form, without interest coupons (the “Rule 144A Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A and/or (ii) as a single note in “offshore transactions” (within the meaning of Regulation S), in fully registered form, without interest coupons (the “Temporary Regulation S Global Note”), authenticated and delivered in substantially the forms attached hereto included in Exhibit A. Such Class A Notes representing the Global Notes, to shall be delivered to The Depository Trust Company (Company, the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes Issuer and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Class A Note, except as provided in Section 2.112.15. Unless and until definitive, fully registered Class A Notes (the “Definitive Notes”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note OwnersOwners pursuant to Section 2.15: (i) the Issuer, provisions of this Section 2.11 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective officers, directors, employees and agents may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture relating to the Class A Notes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notesgiving of instructions or directions hereunder) as the sole Noteholder holder of the Class A Notes (except to the extent that the Insurer is entitled to such payments), and shall have no obligations obligation to the Class A Note Owners; (iiiii) to the extent that the provisions of this Section 2.9 conflicts 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.9 2.11 shall control; (iiiiv) the rights of the respective Class A Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Class A Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenturein accordance with the Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.112.15, the Issuer intends that the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor)Participants; (ivv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, instructions or the consent directions of Noteholders Holders of Class A Notes evidencing a specified percentage of the Outstanding Aggregate Principal Balance Amount of the Notes (or a Class of 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 Note Owners and/or Clearing Agency Participants owning or representing, respectively, representing such required percentage of the beneficial interest in Aggregate Principal Amount of the Class A Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee; (v) owners of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and will not be considered to be the owners or Noteholders of any Notes under this Indenture; and (vi) payments on the Class A Notes may not be transferred as a Global Note will be made whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency, Agency or its nominee, as the registered owner thereof. None another nominee of the Issuer, GE Capital, Clearing Agency or by the Indenture Trustee Clearing Agency or the Paying Agent will have any responsibility such nominee to a successor Clearing Agency or liability for any aspect a nominee of the records relating to, or payments made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interestssuch successor Clearing Agency.