Common use of Notices to Noteholders; Waiver Clause in Contracts

Notices to Noteholders; Waiver. (a) Any notice to Noteholders will be sufficiently given (unless otherwise provided in this Indenture) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each case, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed to have been duly given. (b) Where this Indenture provides for notice in any manner, such notice may be waived by any Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Indenture Trustee but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in by posting such notice to the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register Indenture Trustee’s website or (iia) in the case of Book-Entry Notes, delivered pursuant upon delivery to the applicable procedures Clearing Agency in writing and (b) in the case of Definitive Notes, when mailed, first‑class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Clearing AgencyNote Register, in each casecase being delivered or mailed, as the case may be, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) . Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) . Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will shall not affect any other rights or obligations created under this Indenturehereunder, and will shall not under any circumstance constitute a Default or Event of Default. Upon receipt of written direction from the Seller in accordance with Section 11.02 of the Sale and Servicing Agreement, the Indenture Trustee shall provide prompt notice to the related Noteholder or Note Owner, as applicable, of the date when the 180-day period ends without resolution by TMCC or the Seller, in each case in accordance with, and solely to the extent specified by the Seller, in such written direction.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder’s address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, send by electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (ca) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice. (b) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series, Class or Tranche with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (c) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series, Class or Tranche. (d) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. (a) Any notice to Noteholders will be sufficiently given (unless otherwise provided in this Indenture) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid, prepaid or sent by fax, to each Noteholder adversely affected by such the event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each case, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such the notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such the notice nor any defect in any notice so mailed to any particular Noteholder will affect the sufficiency of such the notice with respect to other Noteholders, and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed to have been duly given. (b) Where this Indenture provides for notice in any manner, such the notice may be waived by any Person entitled to receive such the notice, either before or after the event, and such the waiver will be the equivalent of such the notice. Waivers of notice by Noteholders will be filed with the Indenture Trustee but such the filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such the notice is required to be given pursuant to under this Indenture, then any manner of giving such the notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such the notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such the notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any notice to Noteholders will be sufficiently given (unless otherwise provided in this Indenture) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such the event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to under the applicable procedures of the Clearing Agency, in each case, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such the notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such the notice nor any defect in any notice so mailed to any particular Noteholder will affect the sufficiency of such the notice with respect to other Noteholders, and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed to have been duly given. (b) Where this Indenture provides for notice in any manner, such the notice may be waived by any Person entitled to receive such the notice, either before or after the event, and such the waiver will be the equivalent of such the notice. Waivers of notice by Noteholders will be filed with the Indenture Trustee but such the filing will not be a condition precedent to the validity of any action taken in reliance upon such on a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such the notice is required to be given pursuant to under this Indenture, then any manner of giving such the notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such the notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such the notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of Registered Note affected by such event, at its such Noteholder's address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice. (c) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any class with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (d) With respect to any class of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such class. (e) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. (a) Any Where this Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in the case of Definitive Notesmailed, sent by overnight delivery, mailed by registered first class mailfirst-class, postage prepaid, or sent by fax, prepaid to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee Trustee, but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In caseIf, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will shall not affect any other rights or obligations created under this Indenturehereunder, and will shall not under any circumstance constitute a Default or Event of Default. (e) If the Indenture Trustee receives a Repurchase Request and the Depositor or CarMax does not repurchase the Receivables related to such Repurchase Request within one hundred eighty (180) days of the receipt of such Repurchase Request, the Indenture Trustee shall deliver a Repurchase Response Notice to the related Noteholder or Note Owner.

Notices to Noteholders; Waiver. (a) Any Where this Indenture and any Indenture Supplement provides for notice to Noteholders of any event, such notice will be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered or certified mail or first class mailpostage prepaid or national overnight courier service or (ii) delivered electronically in a manner acceptable to the Servicer, postage prepaid, or sent by faxthe Owner Trustee on behalf of the Issuer and the Indenture Trustee, to each Noteholder adversely affected by such event, at its such Noteholder's address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided in this Indenture will conclusively be presumed to have been duly given. (b) Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will are to be filed with the Indenture Trustee but such filing will is not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In caseIf, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the any Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture provides for a Notice, certificate, opinion, report or similar delivery to be given to any transaction party or to a Rating Agency, a copy of such document shall be contemporaneously sent to the Enhancer. Where this Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in the case of Definitive Notesmailed, sent by overnight delivery, mailed by registered first class mailfirst-class, postage prepaid, or sent by fax, prepaid to each Noteholder adversely affected by such event, at its such Person's address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) given regardless of whether such notice is in fact actually received. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee Trustee, but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) . Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will shall not affect any other rights or obligations created under this Indenturehereunder, and will shall not under any circumstance constitute a Default or an Event of Default.

Notices to Noteholders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of Notes of any event, (a) Any such notice to Noteholders will shall be sufficiently given (unless otherwise provided in this Indenture) to Holders of Notes if in writing and (i) in the case of Definitive Notesmailed, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to each Noteholder adversely Holder of a Note affected by such event, at its the address or fax number of such Holder as it appears on the Note Register or (ii) in the case of Book-Entry NotesNotes Register, delivered pursuant to not earlier than the applicable procedures of the Clearing Agency, in each case, earliest date and not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; (b) such notice shall be in the English language; and (c) all reports or notices to Preferred Shareholders shall be sufficiently given if provided in writing and mailed, first class postage prepaid, to the Preferred Shares Paying Agent. In any case where Notwithstanding clause (a) above, a Holder of Notes may give the Trustee written notice that it is requesting that notices to Noteholders is it be given by facsimile transmissions and stating the facsimile number for such transmission. Thereafter, the Trustee shall give notices to such Holder by facsimile transmission; provided that if such notice also requests that notices be given by mail, neither then such notice shall also be given by mail in accordance with clause (a) above. The Trustee shall deliver to the Holders of the Notes any information or notice related to this Indenture in the possession of the Trustee requested to be so delivered by at least 25% of the Holders of any Class of Notes. The Trustee shall have no liability for such disclosure or, subject to its duties herein, the accuracy thereof. Neither the failure to mail such notice any notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will Holder of a Note shall affect the sufficiency of such notice with respect to other NoteholdersHolders of Notes. In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to give such notice by mail, then such notification to Holders of Notes shall be made with the approval of the Trustee and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed shall constitute sufficient notification to have been duly given. (b) such Holders of Notes for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In casethe event that, by reason of the suspension of the regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where the Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (ia) in the case of Definitive Notes, sent by overnight delivery, mailed by registered or certified mail or first class mailpostage prepaid or national overnight courier service or (b) delivered electronically in a manner acceptable to the Servicer, postage prepaid, or sent by faxthe Owner Trustee on behalf of the Issuer and the Indenture Trustee, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that which is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) . Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In casethe event that, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) . Where this Indenture provides for notice to the any Rating AgenciesAgency, failure to give such notice will shall not affect any other rights or obligations created under this Indenture, hereunder and will shall not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder's address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice. (c) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series, Class or Tranche with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (d) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series, Class or Tranche. (e) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed sent by registered first class mailelectronic transmission, postage prepaidsent through the applicable clearing agency or Depository pursuant to Section 2.07, or sent by fax, personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder’s address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuing Entity will be deemed to be a sufficient giving of such notice. (c) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series, Class or Tranche with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (d) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series, Class or Tranche. (e) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of the Notes of any event, (a) Any such notice to Noteholders will shall be sufficiently given (unless otherwise provided in this Indenture) to Holders of the Notes if in writing and (i) in the case of Definitive Notesmailed, sent by overnight delivery, mailed by registered first first-class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such event, at its the address or fax number of such Holder as it appears on in the Note Register or (ii) if a Holder is located overseas and so requests, faxed to such Holder, at the facsimile number of such Person as it appears in the case of Book-Entry NotesRegister, delivered pursuant to not earlier than the applicable procedures of the Clearing Agency, in each case, earliest date and not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; and (b) such notice shall be in the English language. In Such notices will be deemed to have been given on the date of such mailing or possible electronic transmission. The Trustee will deliver to the Holders of the Notes any case where notice requested to Noteholders be so delivered by such Holder (at the expense of such requesting Holder); provided, that the Trustee may decline to deliver any such notice that it reasonably determines is given by mailcontrary to any terms of this Indenture or any duty or obligation it may have, neither or that may expose it to liability or that may be contrary to law. Neither the failure to mail such notice (or otherwise furnish electronically) any notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will shall affect the sufficiency of such notice with respect to other NoteholdersHolders of the Notes. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impractical to give such notice by mail or facsimile, and any notice that is mailed in as the manner provided in this Indenture will conclusively case may be, then such notification to Holders of the Notes as shall be presumed made with the approval of the Trustee shall constitute a sufficient notification to have been duly given. (b) such Holders for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder’s address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, send by electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (ca) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice. (b) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series or Class with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (c) With respect to any Series or Class of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series or Class. (d) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. (a) Any notice to Noteholders will be sufficiently given (unless otherwise provided in this Indenture) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register Register, or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each case, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed to have been duly given. (b) Where this Indenture or any Indenture Supplement provides for notice in any manner, such notice may be waived by any Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Indenture Trustee but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to this IndentureIndenture or any Indenture Supplement, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture or any Indenture Supplement provides for notice to the Rating AgenciesAgencies for any Series, failure to give such notice will not affect any other rights or obligations created under this IndentureIndenture or the related Indenture Supplement, and will not under any circumstance constitute a Default or Event of DefaultDefault with respect to such Series or any other Series.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Asset Pool Supplement, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder’s address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, send by electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Asset Pool Supplement, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice. (c) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series, Class or Tranche with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (d) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series, Class or Tranche. (e) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. (a) Any If and for so long as the Notes are represented by one or more Global Notes and interests therein are shown on the records of the Registered Depositary or other clearing agency appointed by the Company, (b) Where this Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in the case of Definitive Notesmailed, sent by overnight delivery, mailed by registered first first-class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such event, at its address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided in this Indenture will shall be conclusively be presumed to have been duly given. (b) Where this Indenture provides for notice in any manner, such notice may be waived by any Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Indenture Trustee but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In caseNotices of redemption pursuant to Section 4.01, 4.02, 4.03 or Section 4.10 or an Offer to Purchase the Notes will be sufficiently given if made (i) by reason publication in a leading newspaper having a general circulation in The City of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it New York (which is impractical to mail notice of any event to Noteholders when such notice is required expected to be given pursuant the Wall Street Journal) and London (which is expected to this Indenturebe the Financial Times) and (ii) by first-class mail, then any manner of giving such notice satisfactory postage prepaid, mailed not less than 30 nor more than 60 days prior to the Indenture Trustee redemption date or the Expiration Date, as the case may be, to each Noteholder to be notified, at his address appearing in the Note Register. Notices given by publication will be deemed to given on the first date on which publication is made and notices by first-class mail, postage prepaid, will be a sufficient giving of such noticedeemed given five calendar days after mailing. (d) Where this Indenture provides If the Company gives a notice or communication to Noteholders, it shall give a copy at the same time to the Trustee and, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Luxembourg Stock Exchange. For so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company shall also cause a copy of such notice to be published in a daily newspaper with general circulation in Luxembourg (which is expected to be the Rating Agencies, failure to give such notice will not affect Luxemburger Wort). If and so long as the Notes are listed on any other rights or obligations created under this IndentureNotes exchange, and notices will not under also be given in accordance with any circumstance constitute a Default or Event applicable requirements of Defaultsuch Notes exchanges.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder's address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, send by electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (ca) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice. (b) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series, Class or Tranche with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (c) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series, Class or Tranche. (d) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of Class A Notes of any event, (a) Any such notice to Noteholders will shall be sufficiently given (unless otherwise provided in this Indenture) to Holders of Class A Notes if in writing and (i) in the case of Definitive Notesmailed, sent by overnight delivery, mailed by registered first first-class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such event, at its the address or fax number of such Holder as it appears on in the Note Register or (ii) if a Holder is located overseas and so requests, faxed to such Holder, at the facsimile number of such Person as it appears in the case of Book-Entry NotesRegister, delivered pursuant to not earlier than the applicable procedures of the Clearing Agency, in each case, earliest date and not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; and (b) such notice shall be in the English language. In Such notices will be deemed to have been given on the date of such mailing or possible electronic transmission. The Trustee will deliver to the Holders of the Class A Notes any case where notice requested to Noteholders be so delivered by such Holder (at the expense of such requesting Holder); provided, that the Trustee may decline to deliver any such notice that it reasonably determines is given by mailcontrary to any terms of this Indenture or any duty or obligation it may have, neither or that may expose it to liability or that may be contrary to law. Neither the failure to mail such notice (or otherwise furnish electronically) any notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will shall affect the sufficiency of such notice with respect to other NoteholdersHolders of Class A Notes. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impractical to give such notice by mail or facsimile, and any notice that is mailed in as the manner provided in this Indenture will conclusively case may be, then such notification to Holders of Class A Notes as shall be presumed made with the approval of the Trustee shall constitute a sufficient notification to have been duly given. (b) such Holders for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of Registered Note affected by such event, at its such Noteholder’s address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will Noteholders shall affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Registered Noteholders will shall be filed with the Indenture Trustee Trustee, but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is shall be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as shall be satisfactory to the Indenture Trustee will and the Issuer shall be deemed to be a sufficient giving of such notice. (c) With respect to any class of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such class. (d) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will shall not affect any other rights or obligations created under this Indenture, hereunder and will shall not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. (a) Any notice to Noteholders will be sufficiently given (unless otherwise provided in this Indenture) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by faxfacsimile, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each case, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed to have been duly given. (b) Where this Indenture provides for notice in any manner, such notice may be waived by any Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Indenture Trustee but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of Class A Notes of any event, (a) Any such notice to Noteholders will shall be sufficiently given (unless otherwise provided in this Indenture) to Holders of Class A Notes if in writing and (i) in the case of Definitive Notesmailed, sent by overnight delivery, mailed by registered first first-class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such event, at its the address or fax number of such Holder as it appears on in the Note Register or (ii) if a Holder is located overseas and so requests, faxed to such Holder, at the facsimile number of such Person as it appears in the case of Book-Entry NotesRegister, delivered pursuant to not earlier than the applicable procedures of the Clearing Agency, in each case, earliest date and not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; and (b) such notice shall be in the English language. (c) Such notices will be deemed to have been given on the date of such mailing or possible electronic transmission. (d) The Trustee will deliver to the Holders of the Class A Notes any notice requested to be so delivered by such Holder (at the expense of such requesting Holder); provided, that the Trustee may decline to deliver any such notice that it reasonably determines is contrary to any terms of this Indenture or any duty or obligation it may have, or that may expose it to liability or that may be contrary to law. In any case where notice to Noteholders is given by mail, neither Neither the failure to mail such notice (or otherwise furnish electronically) any notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will shall affect the sufficiency of such notice with respect to other NoteholdersHolders of Class A Notes. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impractical to give such notice by mail or facsimile, and any notice that is mailed in as the manner provided in this Indenture will conclusively case may be, then such notification to Holders of Class A Notes as shall be presumed made with the approval of the Trustee shall constitute a sufficient notification to have been duly given. (b) such Holders for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register or (iia) in the case of Book-Entry Notes, delivered pursuant upon delivery to the applicable procedures Clearing Agency in writing and (b) in the case of definitive Notes, when mailed, first-class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Clearing AgencyNote Register, in each casecase being delivered or mailed, as the case may be, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) . Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) . Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will shall not affect any other rights or obligations created under this Indenturehereunder, and will shall not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder’s address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuing Entity will be deemed to be a sufficient giving of such notice. (c) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series, Class or Tranche with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (d) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series, Class or Tranche. (e) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of Registered Note affected by such event, at its such Noteholder's address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will Noteholders shall affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Registered Noteholders will shall be filed with the Indenture Trustee Trustee, but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is shall be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as shall be reasonably satisfactory to the Indenture Trustee will and the Issuer shall be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where the Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (ia) in the case of Definitive Notes, sent by overnight delivery, mailed by registered or certified mail or first class mailpostage prepaid or national overnight courier service or (b) delivered electronically in a manner acceptable to the Servicer, postage prepaidthe Owner Trustee on behalf of the Issuer, or sent by faxeach Controlling Entity and the Indenture Trustee, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that which is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) . Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In casethe event that, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will and each Controlling Entity shall be deemed to be a sufficient giving of such notice. (d) . Where this Indenture provides for notice to the any Rating AgenciesAgency, failure to give such notice will shall not affect any other rights or obligations created under this Indenture, hereunder and will shall not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Asset Pool Supplement, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder’s address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, send by electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Asset Pool Supplement, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture provides for notice to Noteholders will Holders of [Group I] or [Group II] Notes, as applicable, of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in the case mailed, first-class, postage prepaid to each holder of Definitive [Group I] or [Group II] Notes, sent by overnight deliveryas applicable, mailed by registered first class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such event, at its his address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders Holders of the Notes is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will holder of [Group I] or [Group II] Notes, as applicable, shall affect the sufficiency of such notice with respect to other NoteholdersHolders of [Group I] or [Group II] Notes, as applicable, and any notice that is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) . Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will Holders of the [Group I] or [Group II] Notes, as applicable, shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders Holders of the [Group I] or [Group II] Notes, as applicable, when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) . Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will shall not affect any other rights or obligations created under this Indenturehereunder, and will shall not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of Notes of any event, (a) Any such notice to Noteholders will shall be sufficiently given (unless otherwise provided in this Indenture) to Holders of Notes if in writing and (i) in the case of Definitive Notesmailed, sent by overnight delivery, mailed by registered first class mail, postage prepaid, prepaid or sent by faxelectronically, to each Noteholder adversely Holder of a Note affected by such event, at its the address or fax number of such Holder as it appears on the Note Register or (ii) in the case of Book-Entry NotesNotes Register, delivered pursuant to not earlier than the applicable procedures of the Clearing Agency, in each case, earliest date and not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; (b) such notice shall be in the English language; (c) such notice shall also be provided to the Irish Paying Agent (for so long as any Notes are listed on the Irish Stock Exchange); and (d) all reports or notices to Preferred Shareholders shall be sufficiently given if provided in writing and mailed, first class postage prepaid or electronically, to the Preferred Shares Paying Agent. In any case where Notwithstanding clause (a) above, a Holder of Notes may give the Trustee written notice that it is requesting that notices to Noteholders is it be given by facsimile transmissions and stating the facsimile number for such transmission. Thereafter, the Trustee shall give notices to such Holder by facsimile transmission; provided that if such notice also requests that notices be given by mail, neither then such notice shall also be given by mail in accordance with clause (a) above. The Trustee shall deliver to the Holders of the Notes any information or notice requested to be so delivered by at least 25% of the Holders of any Class of Notes. Neither the failure to mail such notice any notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will Holder of a Note shall affect the sufficiency of such notice with respect to other NoteholdersHolders of Notes. In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to give such notice by mail, then such notification to Holders of Notes shall be made with the approval of the Trustee and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed shall constitute sufficient notification to have been duly given. (b) such Holders of Notes for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In casethe event that, by reason of the suspension of the regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. For so long as any Notes are listed on the Irish Stock Exchange and the rules of such exchange so require, all notices to Noteholders of such Notes will be published in the Daily Official List of the Irish Stock Exchange. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where the Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided in this Indentureor subsequently agreed to by the applicable Noteholder) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mailor certified mail or national overnight courier service or (ii) delivered electronically in a manner acceptable to the Servicer, postage prepaid, or sent by faxthe Owner Trustee on behalf of the Issuer and the Indenture Trustee, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that which is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In casethe event that, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the any Rating AgenciesAgency (if applicable), failure to give such notice will shall not affect any other rights or obligations created under this Indenture, hereunder and will shall not under any circumstance circumstances constitute a Default or Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default.

Notices to Noteholders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of Notes of any event, (a) Any such notice to Noteholders will shall be sufficiently given (unless otherwise provided in this Indenture) to Holders of Notes if in writing and (i) in the case of Definitive Notesmailed, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by faxelectronic mail, or posted on the Trustee’s website (provided, that each Holder of Notes will have access to such website posting and will be notified of the posting in writing sent concurrently with such posting by first class postage prepaid mail or electronic mail as set forth in this Section 14.4(a)) to each Noteholder adversely Holder of a Note affected by such event, at its the address or fax number of such Holder as it appears on the Note Register or (ii) in the case of Book-Entry NotesNotes Register, delivered pursuant to not earlier than the applicable procedures of the Clearing Agency, in each case, earliest date and not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; (b) such notice shall be in the English language; (c) such notice shall also be provided to the Cayman Islands Stock Exchange (for so long as any Notes are listed on the Cayman Islands Stock Exchange); and (d) all reports or notices to Income Noteholders shall be sufficiently given if provided in writing and mailed, first class postage prepaid, or sent by electronic mail, to CBRE Realty Finance Holdings, LLC c/o CBRE Realty Finance, Inc. at 000 Xxxxxx Xxxxxx, Xxxx Place I, Floor 37, Xxxxxxxx, Xxxxxxxxxxx 00000, facsimile number: (000) 000-0000, email: [•]. In Notwithstanding anything to the contrary herein, if the Trustee has received a certification in the form of Exhibit G hereto with respect to the beneficial ownership of any case where Senior Class A Notes (which notice may be delivered, inter alia, by the issuer of any bond insurance, surety bond, credit default swap or similar credit enhancement supporting the payment of principal and/or interest on such Senior Class A Notes), the Trustee shall cause such beneficial owner to Noteholders receive a copy of all notices given to the registered holder of such Senior Class A Notes. Notwithstanding clause (a) above, a Holder of Notes may give the Trustee written notice that it is requesting that notices to it be given by facsimile transmissions and stating the facsimile number for such transmission. Thereafter, the Trustee shall give notices to such Holder by facsimile transmission; provided that if such notice also requests that notices be given by mail, neither then such notice shall also be given by mail in accordance with clause (a) above. The Trustee shall deliver to the Holders of the Notes any information or notice requested to be so delivered by at least 25% of the Holders of any Class of Notes. Neither the failure to mail such notice any notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will Holder of a Note shall affect the sufficiency of such notice with respect to other NoteholdersHolders of Notes. In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to give such notice by mail, then such notification to Holders of Notes shall be made with the approval of the Trustee and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed shall constitute sufficient notification to have been duly given. (b) such Holders of Notes for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In casethe event that, by reason of the suspension of the regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. . For so long as any Notes are listed on the Cayman Islands Stock Exchange and the rules of such exchange so require, all notices to Noteholders of such Notes will be published in the Daily Official List of the Cayman Islands Stock Exchange. Until such time as MBIA notifies the Trustee in writing of the termination of those certain financial guarantees, dated as of [•], 2007, issued by MBIA in favor of certain initial Holders of Class A-1 Notes and relating to $400,000,000 initial principal amount of Class A-1 Notes, the Trustee shall make available to MBIA (dincluding by access to its password protected website) Where this Indenture provides for notice duplicate copies of all reports, notices and statements that the Trustee is required to deliver to any Holder of Class A-1 Notes, at the following address (or at any other address furnished in writing from time to time by MBIA to the Rating AgenciesTrustee): MBIA Insurance Corporation, failure 000 Xxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, or by other means of delivery mutually agreed upon by the Trustee and MBIA. For the avoidance of doubt, MBIA shall be entitled to give such notice will not affect any other request directly that the Trustee provide it with the above-mentioned documents in accordance with this Section 14.4. For the avoidance of doubt, MBIA shall have the same rights or obligations created under this Indenture, with respect to notices and will not under any circumstance constitute reports as though they were a Default or Event Noteholder holding $450,000,000 initial principal amount of DefaultClass A-1 Notes.

Notices to Noteholders; Waiver. (a) Any Where this Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureother wise herein expressly provided) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class regis tered or certified mail, postage prepaid, prepaid or sent by fax, national overnight courier service to each Noteholder adversely affected by such event, at its his address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that which is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. . Notwithstanding the foregoing, notice to be given pursuant to Sections 7.06(b)(ii) and 11.02(c) shall be sent in duplicate in such manner and to such officers of each Noteholder as such Noteholder may from time to time specify, which, in the case of The Prudential Insurance Company of America and The Northwestern Mutual Life Insurance Company, shall be by national overnight courier, Attention: (bi) Xxxxx Xxxxxxx, and Senior Managing Director and (ii) Xxxx Xxxxxx, Securities Department, respectively. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In casethe event that, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for . The Issuer shall give prompt written notice to the Rating Agencies, failure of any of the following occurrences: (a) the appointment of a successor Trustee, (b) the execution of a supplemental indenture pursuant to give such notice will not affect Article Ten, (c) the adoption of any other rights or obligations created under this Indentureamendment to the Servicing Agreement, and will not under any circumstance constitute a Default or Event (d) the payment of Defaultthe entire principal of the Notes. Such notice shall be sufficient if furnished in writing to Standard & Poor's Corporation, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Asset Backed Surveillance Group and Duff & Xxxxxx Credit Rating Co., 00 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxxxxx.

Notices to Noteholders; Waiver. (a) Any Where this Base Indenture, any Indenture Supplement or any Note provides for notice to registered Noteholders of any event, such notice will be sufficiently given (unless expressly provided otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Note) if in writing and (i) in the case of Definitive Notesmailed by overnight courier, sent by overnight delivery, mailed by registered first class mail, postage prepaid, electronic transmission or sent by fax, personally delivered to each Noteholder adversely of a Note affected by such event, at its such Noteholder’s address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither electronic transmission or delivery, none of the failure to mail mail, send by electronic transmission or deliver such notice nor notice, or any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Base Indenture, any Indenture Supplement or any Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Noteholder of a Note when such notice is required to be given pursuant to any provision of this Base Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice. (c) The Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary each agree to accept and act upon instructions or directions pursuant to this Base Indenture or any document executed in connection herewith sent by unsecured email or other similar unsecured electronic methods; provided, however, that the Indenture Trustee shall have received an incumbency certificate (attached hereto as Exhibits C1-C5) listing such person as a person designated to provide such instructions or directions, which incumbency certificate may be amended whenever a person is added or deleted from the listing. If such person elects to give the Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary email instructions (or instructions by a similar electronic method) and the Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary in its discretion elects to act upon such instructions, the Indenture Trustee’s, Calculation Agent’s, Paying Agent’s and Securities Intermediary’s reasonable understanding of such instructions, as applicable, shall be deemed controlling. (d) Where this None of the Indenture provides Trustee, Calculation Agent, Paying Agent and Securities Intermediary shall be liable for notice any losses, costs or expenses arising directly or indirectly from the Indenture Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a prior written instruction except as a result of their respective willful misconduct, negligence or bad faith. Any Person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Rating AgenciesIndenture Trustee, failure to give such notice will not affect any other rights or obligations created under this IndentureCalculation Agent, Paying Agent and Securities Intermediary, including the risk of Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary acting on unauthorized instructions, and will not under any circumstance constitute the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a Default or Event commercially reasonable degree of Defaultprotection in light of its particular needs and circumstances.

Notices to Noteholders; Waiver. (a) Any Where this Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register or (iia) in the case of Book-Entry Notes, delivered pursuant upon delivery to the applicable procedures Clearing Agency in writing and (b) in the case of Definitive Notes, when mailed, first-class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Clearing AgencyNote Register, in each casecase being delivered or mailed, as the case may be, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) . Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) . 57 Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will shall not affect any other rights or obligations created under this Indenturehereunder, and will shall not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder’s address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or personal delivery neither the failure to mail mail, send by facsimile or electronic transmission or personally deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile or electronic transmission or personally delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuing Entity will be deemed to be a sufficient giving of such notice. (c) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series, Class or Tranche with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (d) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series, Class or Tranche. (e) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. (aWith respect to any Series issued on the Initial Closing Date, unless otherwise instructed by the Purchasers, the Trustee and the Issuer shall send a duplicate copy to the Purchasers of every notice sent by each hereunder. The Issuer shall send a copy of the Officer's Certificate delivered pursuant to Section 6.03(2) Any hereof to the Purchaser. Where the Agreement provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered or certified mail or first class mail, postage prepaid, prepaid or sent by fax, national overnight courier service to each Noteholder adversely affected by such event, at its his address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that which is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b. Notwithstanding the foregoing, notice to be given pursuant to Sections 7.06(b)(ii) and 11.02(c) hereof shall be sent in duplicate in such manner and to such officers of each Noteholder as such Noteholder may from time to time specify. Where this Indenture the Agreement provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by 3/64971.8 Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In casethe event that, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. . The Issuer shall give prompt written notice to Duff & Phelps, of any of the following occurrences: (a) the appoinxxxxx of a successor Trustee, (b) the execution of a supplemental indenture pursuant to Article Ten, (c) the adoption of any amendment to the Servicing Agreement, and (d) Where this Indenture provides for the payment of the entire principal of the Notes. Such notice shall be sufficient if furnished in writing to the Duff & Phelps Credit Rating AgenciesCo., failure to give such notice will not affect any other rights or obligations created under this Indenture55 East Monroe, and will not under any circumstance constitute a Default or Event of DefaultSuite 4000, Xxxxxgo, Illinois 60603, Attexxxxx: X. Xxxxx Xxxxx.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of Registered Note affected by such event, at its such Noteholder’s address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee Trustee, the Note Registrar and the Issuer will be deemed to be a sufficient giving of such notice. (c) With respect to any Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Tranche. (d) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute an Adverse Effect or a Default or Event breach of Defaulta condition precedent to the related action, if any.

Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be deemed sufficiently given by the Trustee in the name and at the expense of the Issuer (unless otherwise herein expressly provided) if (a) Any notice (i) given to the Noteholders will be sufficiently given (unless otherwise provided holding Notes in this Indenture) if certificated, non-global form in writing and (i) in the case of Definitive Notesmailed, sent by overnight delivery, mailed by registered first first-class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such eventNoteholder, at its address or fax number as it appears on in the Note Register Register, or (ii) in the case of Book-Entry Notes, delivered pursuant given to the applicable procedures of the Clearing Agency, Noteholders holding Global Notes to DTC in each case, accordance with its Applicable Procedures not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice, and (b) so long as the Notes are listed on the Official List of the LSE and admitted to trading on the Euro MTF Market and the rules and regulations of the LSE of such exchange so require, notices will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the official website of the LSE (xxx.xxxxxx.xx). In any case where notice to Noteholders is given by mail, neither the failure to mail Any such notice nor any defect in any notice so mailed to any particular Noteholder will affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed deemed to have been duly given. delivered on the date of first publication. Any notice will be deemed validly given on (i) the date notice is physically delivered or mailed in accordance with clause (a) and (ii) the date of publication in the case of notices given in accordance with clause (b) (if applicable). Where this Indenture provides for notice in any mannernotice, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee Trustee, but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. . In the case of notice is given pursuant to clause (c) a), neither the failure to give such notice, nor any defect in any notice so given, to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders. In case, by reason the case of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice by reason of any event to Noteholders when such notice is required to other cause it shall be given pursuant to this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure impracticable to give such notice will not affect any other rights or obligations created under this Indenturein accordance with clause (a), and will not under any circumstance then such notification as shall be made with the approval of the Trustee, in addition to notice given pursuant to clause (b) (if applicable), shall constitute a Default or Event of Defaultsufficient notification for every purpose hereunder.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Asset Pool Supplement, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder's address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, send by electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Asset Pool Supplement, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice. (c) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series, Class or Tranche with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (d) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series, Class or Tranche. (e) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Asset Pool Supplement, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder's address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, send by electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Asset Pool Supplement, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any notice to Noteholders will be sufficiently given (unless otherwise provided in this Indenture) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by faxfas, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each case, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed to have been duly given. (b) Where this Indenture provides for notice in any manner, such notice may be waived by any Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Indenture Trustee but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture and any Indenture Supplement provides for notice to Noteholders of any event, such notice will be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered or certified mail or first class mailpostage prepaid or national overnight courier service or (ii) delivered electronically in a manner acceptable to the Servicer, postage prepaid, or sent by faxthe Owner Trustee on behalf of the Issuer and the Indenture Trustee, to each Noteholder adversely affected by such event, at its such Noteholder's address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder 60 will affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided in this Indenture will conclusively be presumed to have been duly given. (b) Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will are to be filed with the Indenture Trustee but such filing will is not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In caseIf, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the any Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this ------------------------------ Indenture, any Indenture Supplement or any Registered Note provides for notice to Noteholders Holders of Registered Notes of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of Registered Note affected by such event, at its such Noteholder's address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders Holders of Registered Notes is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders Holders of Registered Notes will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice. (c) No notice will be given my mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any tranche with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable terms document. (d) With respect to any tranche of Notes, the applicable Indenture Supplement or terms document may specify different or additional means of giving notice to the Holders of the Notes of such tranche. (e) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. (a) Any Where this Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in the case of Definitive Notesmailed, sent by nationally recognized overnight delivery, mailed courier or by registered first class mailfirst-class, postage prepaid, or sent by fax, prepaid to each Noteholder adversely affected by such event, at its his address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) . The Trustee will deliver to each Noteholder shown on the Note Register any readily available information or notice requested to be so delivered, at the expense of the Issuer. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) . Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will shall not affect any other rights or obligations created under this Indenturehereunder, and will shall not under any circumstance constitute a Default or an Event of Default. In addition, for so long as any Class of Notes is listed on the Irish Stock Exchange and the rules thereof so require, notices to Holders of such Notes will also be given by publication in the Irish Stock Exchange’s Daily Official List or as otherwise required by the rules of the Irish Stock Exchange.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed by registered first class mail, postage prepaid, or sent by fax, electronic transmission or personally delivered to each Noteholder adversely Holder of Registered Note affected by such event, at its such Noteholder's address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will Noteholders shall affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Registered Noteholders will shall be filed with the Indenture Trustee Trustee, but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is shall be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as shall be reasonably satisfactory to the Indenture Trustee will and the Issuer shall be deemed to be a sufficient giving of such notice. (c) No notice shall be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any Class with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes shall be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (d) With respect to any Class of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Class. (e) Where this Indenture provides for notice to the any Rating AgenciesAgency, failure to give such notice will shall not affect any other rights or obligations created under this Indenture, hereunder and will shall not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.

Notices to Noteholders; Waiver. (a) Any Where this Indenture provides for notice to Noteholders will or the O/C Holders of any event, such notice shall be sufficiently given (unless otherwise provided herein expressly provided, and in this Indenture) the case of Global Notes, notice may be given to the Noteholders through the Clearing Agency), if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first first-class mail, mail postage prepaid, prepaid or sent by fax, national overnight courier service to each Noteholder adversely or O/C Holder, as applicable, affected by such event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders or the O/C Holders is given by mail, neither the failure to mail such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will or O/C Holder shall affect the sufficiency of such notice with respect to other Noteholders, Noteholders or the O/C Holders and any notice that which is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) . Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will or the O/C Holders shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In casethe event that, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityservice, it is shall be impractical to mail notice of any event to Noteholders or the O/C Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) . Where this Indenture provides for notice to the any Rating AgenciesAgency, failure to give such notice will shall not affect any other rights or obligations created under this Indenture, hereunder and will shall not under any circumstance circumstances constitute a Default or Default, an Event of Default, an Early Redemption Event or a Reinvestment Event.

Notices to Noteholders; Waiver. (a) Any Where the Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (ia) in the case of Definitive Notes, sent by overnight delivery, mailed by registered or certified mail or first class mailpostage prepaid or national overnight courier service or (b) delivered electronically in a manner acceptable to the Servicer, postage prepaid, or sent by faxthe Owner Trustee on behalf of the Trust and the Indenture Trustee, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that which is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) . Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In casethe event that, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) . Where this Indenture provides for notice to the any Rating AgenciesAgency, failure to give such notice will shall not affect any other rights or obligations created under this Indenture, hereunder and will shall not under any circumstance circumstances constitute a Default or Default, an Event of Default, an Amortization Event or a Reinvestment Event.

Notices to Noteholders; Waiver. (a) Any In any case in which this Indenture provides for notice to Noteholders will or a Series Enhancer of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, certified mail or national overnight courier service to each Noteholder adversely or Series Enhancer affected by such event, at its the Noteholder’s address or fax number as it appears on the Note Register or (ii) at the Series Enhancer’s address for notices set forth in the case of Book-Entry Notes, delivered pursuant relevant agreement relating to the applicable procedures of the Clearing Agency, in each caseSeries Enhancement, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where If notice to Noteholders or a Series Enhancer is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will Person shall affect the sufficiency of such notice with respect to other NoteholdersPersons, and any notice that is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) Where . In any case in which this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee (with a copy to the Paying Agent), but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case. If, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will or the Paying Agent, as the case may be, shall be deemed to be a sufficient giving of such notice. (d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where the Indenture provides for notice to Noteholders will of any event, such notice shall be sufficiently given (unless otherwise provided in this Indentureherein expressly provided) if in writing and (ia) in the case of Definitive Notes, sent by overnight delivery, mailed by registered or certified mail or first class mailpostage prepaid or national overnight courier service or (b) delivered electronically in a manner acceptable to the Servicer, postage prepaid, or sent by faxthe Owner Trustee on behalf of the Issuer and the Indenture Trustee, to each Noteholder adversely affected by such event, at its his address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder will shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that which is mailed in the manner herein provided in this Indenture will shall conclusively be presumed to have been duly given. (b) . Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver will shall be the equivalent of such notice. Waivers of notice by Noteholders will shall be filed with the Indenture Trustee but such filing will shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) . In casethe event that, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee will shall be deemed to be a sufficient giving of such notice. (d) . Where this Indenture provides for notice to the any Rating AgenciesAgency, failure to give such notice will shall not affect any other rights or obligations created under this Indenture, hereunder and will shall not under any circumstance constitute a Default or Event of Default.

Notices to Noteholders; Waiver. (a) Any Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise provided herein, in this Indenturesuch Indenture Supplement or in such Registered Note expressly provided) if in writing and (i) in the case of Definitive Notesmailed, first-class postage prepaid, sent by overnight deliveryfacsimile, mailed sent by registered first class mailelectronic transmission, postage prepaidsent through the applicable clearing agency or Depository pursuant to Section 2.07, or sent by fax, personally delivered to each Noteholder adversely Holder of a Registered Note affected by such event, at its such Noteholder’s address or fax number as it appears on in the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each caseRegister, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail mail, send by facsimile, electronic transmission or deliver such notice notice, nor any defect in any notice so mailed mailed, to any particular Noteholder Noteholders will affect the sufficiency of such notice with respect to other Noteholders, Noteholders and any notice that is mailed mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided in this Indenture will shall conclusively be have been presumed to have been duly given. (b) . Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by any the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (cb) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activityotherwise, it is will be impractical to mail notice of any event to Noteholders any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any manner method of giving such notice notification as will be satisfactory to the Indenture Trustee and the Issuing Entity will be deemed to be a sufficient giving of such notice. (c) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series, Class or Tranche. (d) Where this Indenture provides for notice to the any Note Rating AgenciesAgency, failure to give such notice will not affect any other rights or obligations created under this Indenture, hereunder and will not under any circumstance constitute a Default or Event of Defaultan Adverse Effect.