Common use of Payment of Principal and Interest; Principal and Interest Rights Preserved Clause in Contracts

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities shall be made in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date upon maturity shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections Section 2.4 and 8.3 hereofSection 8.3. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof2.10. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d2.1(f), unless the term of such Security is renewed pursuant to Section 2.1(e2.1(h) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities shall be made in accordance with Article VI hereof6. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date upon its maturity (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption applicable Payment Date or the Repurchase Date therefore therefor at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at Except as otherwise provided herein for the rate specified for such Security in redemption of the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such SecurityNotes, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security of or interest on the Notes shall be allocated on a Maturity Date shall be payable as provided below. In pro rata basis among all Outstanding Notes, without preference or priority of any kind among the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofNotes. (b) Each Final payments in respect of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, any Note (whether upon redemption, repurchase declaration of acceleration or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities ) shall be made in accordance with Article VI hereof. If definitiveonly against presentation and surrender of such Note at the Corporate Trust Office, certificated securities are issuedat the offices of the Trustee and, then subject to any fiscal or other laws and regulations applicable thereto, at the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price specified offices of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any other Paying Agent for such Securityappointed by the Company. (c) All computations Payment of the principal of any Note on a relevant Payment Date shall be made to the Person in whose name such Note is registered in the Register at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Payment Date, by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 15 days prior to such Payment Date. (d) Payment of interest due on each Interest Payment Date with respect to any Security Note shall be mademade to the Person in whose name such Note is registered on the Record Date immediately preceding such Interest Payment Date by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, unless otherwise specified or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that the Holder so elects by giving written notice to such effect designating such account, which is received by the Trustee or a Paying Agent no later than the Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note shall remain in effect with respect to any future payments with respect to such Note payable to such Holder. The Company shall pay any administrative costs imposed by banks in connection with making payments by wire transfer. If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. Notwithstanding the provisions of this Section 2.05, payments on Notes registered in the Security, based upon a 365-day yearname of DTC or its nominee shall be effected in accordance with the Applicable Procedures.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at Except as otherwise provided herein for the rate specified for such Security in redemption of the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such SecurityNotes, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security of or interest on the Notes shall be allocated on a Maturity Date shall be payable as provided below. In pro rata basis among all Outstanding Notes, without preference or priority of any kind among the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofNotes. (b) Each Final payments in respect of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, any Note (whether upon redemption, repurchase declaration of acceleration or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities ) shall be made in accordance with Article VI hereof. If definitiveonly against presentation and surrender of such Note at the Corporate Trust Office, certificated securities are issuedat the offices of the Trustee and, then subject to any fiscal or other laws and regulations applicable thereto, at the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price specified offices of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any other Paying Agent for such Securityappointed by the Company. (c) All computations Payment of the principal of any Note on a relevant Payment Date shall be made to the Person in whose name such Note is registered in the Register at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Payment Date, by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 15 days prior to such Payment Date. (d) Payment of interest due on each Interest Payment Date with respect to any Security Note shall be mademade to the Person in whose name such Note is registered on the Record Date immediately preceding such Interest Payment Date by wire or by U.S. Dollar check drawn on a bank in The City of New York and delivered to the Person entitled thereto at its address as it appears on the Register, unless otherwise specified or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that the Holder so elects by giving written notice to such effect designating such account, which is received by the Trustee or a Paying Agent no later than the Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note shall remain in effect with respect to any future payments with respect to such Note payable to such Holder. The Company shall pay any administrative costs imposed by banks in connection with making payments by wire transfer. If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. Notwithstanding the provisions of this Section 2.05, payments on Notes registered in the Security, based upon a 365-day yearname of DTC or its nominee shall be effected in accordance with the Applicable Procedures.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at Except as otherwise provided herein for the rate specified for such Security in redemption of the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such SecurityNotes, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security of or interest on the Notes shall be allocated on a Maturity Date shall be payable as provided below. In pro rata basis among all Outstanding Notes, without preference or priority of any kind among the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofNotes. (b) Each Final payments in respect of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, any Note (whether upon redemption, repurchase declaration of acceleration or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities ) shall be made in accordance with Article VI hereof. If definitiveonly against presentation and surrender of such Note at the Corporate Trust Office, certificated securities are issuedat the offices of the Trustee and, then subject to any fiscal or other laws and regulations applicable thereto, at the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price specified offices of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any other Paying Agent for such Securityappointed by the Issuer. (c) All computations Payment of the principal of any Note on a relevant Payment Date shall be made to the Person in whose name such Note is registered in the Register at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Payment Date, by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 15 days prior to such Payment Date. (d) Payment of interest due on each Interest Payment Date with respect to any Security Note shall be mademade to the Person in whose name such Note is registered on the Record Date immediately preceding such Interest Payment Date by wire or by U.S. Dollar check drawn on a bank in The City of New York and delivered to the Person entitled thereto at its address as it appears on the Register, unless otherwise specified or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that the Holder so elects by giving written notice to such effect designating such account, which is received by the Trustee or a Paying Agent no later than the Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note shall remain in effect with respect to any future payments with respect to such Note payable to such Holder. The Issuer shall pay any administrative costs imposed by banks in connection with making payments by wire transfer. If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. Notwithstanding the provisions of this Section 2.05, payments on Notes registered in the Security, based upon a 365-day yearname of DTC or its nominee shall be effected in accordance with the Applicable Procedures.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s 's Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s 's Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities shall be made in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s 's Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s 's Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 2.11 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities shall be made in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day the actual number of days (e.g., 365 or 366) in the applicable year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at the rate specified for such Security in the Securities Register during the Interest Accrual Period, and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid by the Paying Agent to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. (b) The Paying Agent shall not be required to make any payment or partial payment of principal if the Paying Agent does not have funds on deposit and received from the Company in an amount sufficient to pay Holders amounts due to them on a Payment Date, but shall make full payments of interest to the extent that sufficient funds are on deposit to make such payments. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 4.1(b) hereof. (bc) Each of the Securities Security shall have stated maturities of principal as shall be indicated on such Security, the Securities Register or in the Written Confirmation and as set forth in the Securities RegisterConfirmation. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d2.1(f), unless the term of such Security is renewed pursuant to Section 2.1(e2.1(g) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities shall be made in accordance with Article VI hereof. . (d) If definitive, definitive or certificated securities are issuedissued to evidence the Securities in the limited circumstances contemplated under Section 2.10(c), then the principal payment made on any Security on any the Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such upon surrender of the certificated Security. (ce) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-365 day year. (f) The Company or the Trustee may withhold from any payment of interest amounts required by the Internal Revenue Service or other taxing authority to be so withheld, including, without limitation, upon the failure of any Holder to provide the Company or the Trustee with his or her tax identification number.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security The Notes shall accrue bear interest on the unpaid principal amount thereof from and including the Closing Date at the rate specified for such Security in Note Interest Rate (calculated on the Securities Register and such interest shall be payable on each basis of a 360-day year consisting of 12 months of 30 days each) through the day immediately preceding the Initial Payment Date following and thereafter, monthly from and including the Issue most recent Payment Date for such Security, until through the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on day immediately preceding the applicable Payment Date shall be paid and (to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. extent (b) The payment principal of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for each Note shall be payable in installments ending no later than the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on Stated Maturity unless such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security Note becomes due and payable at an earlier date by declaration of acceleration or automatic acceleration, redemption, repurchase call for redemption or otherwise. Interest All reductions in the principal amount of any Note effected by payments of installments of principal made on each Security any Payment Date shall be due binding upon all future Holders of such Note, and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Each installment of principal payable on the Notes shall be in an amount equal to the Principal Distribution Amount. The principal payable on the Notes shall be paid on each Payment Date at beginning on the interest rate applicable Initial Payment Date and ending on the Final Payment Date on a pro rata basis based upon the face amount of each Note; provided, however, that if as a result of such proration a portion of such principal would be less than $.01, then such payment shall be decreased to such Security for the Interest Accrual Period related to such Security nearest whole cent, and such Payment Date. Notwithstanding any of portion shall be applied to the foregoing provisions with respect to payments of next succeeding principal payment. (c) The principal of and interest on the SecuritiesNotes are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the address of such Person as it appears on the Note Register or, if requested by such Registered Holder, by wire transfer in immediately available funds to the Securities have become account specified in writing to the Trustee by such Registered Holder at least five Business Days prior to the Record Date for the Payment Date on which wire transfers will commence, in such coin or been declared due currency of the United States of America as at the time of payment is legal tender for the payment of public and payable following an Event private debts; provided, however, that the Trustee shall, unless and until otherwise instructed by such Noteholder, pay each initial Noteholder via wire transfer in immediately available funds to the accounts specified, if any, in Annex 1 to each Note Purchase Agreement. The Trustee hereby acknowledges receipt of DefaultAnnex 1 to each Note Purchase Agreement, then which sets forth such information with respect to the initial Holders. All payments on the Notes shall be paid without any requirement of presentment. The Issuer shall notify the Trustee at the close of business on the Record Date next preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest such Note will be paid that the Issuer expects that such final installment will be paid on the Securities such Payment Date. Notice of final payment on any Note shall be made mailed by the Trustee to the Holder of such Note in accordance with Article VI Section 12.05(a) hereof. If definitive, certificated securities are issued, then the principal payment made on Funds representing any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, such checks returned undeliverable shall be payable on or after held in accordance with Section 11.02(o). Upon payment in full of all amounts owed to the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.Noteholders under the

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security Any Debt Securities issued hereunder shall accrue bear interest on the unpaid principal amount thereof from and including their respective Delivery Date at their respective Interest Rates (calculated on the rate basis of a 360-day year consisting of 12 months of 30 days each unless otherwise specified in the Supplement for such Security in Issue), through the Securities Register day immediately preceding the first Payment Date following such Delivery Date and such interest shall be payable thereafter, on each Payment Date following from and including the Issue most recent Payment Date for such Securitythrough the day immediately preceding the applicable Payment Date, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by last day preceding the Company on the applicable Final Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Debt Security shall may be paid payable in full as of installments ending in any event no later than the Stated Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Debt Security becomes due and payable at an earlier date by declaration of acceleration, redemption, repurchase call for redemption or otherwise. Interest on each All reductions in the principal amount of a Debt Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to effected by payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments installments of principal of and interest on the Securities shall be made in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Payment Date shall be binding upon all future Holders of such Debt Security on any Maturity Date (or the Redemption Price or the Repurchase Price and of any Debt Security required to be redeemed issued upon the registration of transfer thereof or repurchasedin exchange therefor or in lieu thereof, respectively), and any accrued interest thereon, shall be payable whether or not such payment is noted on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Debt Security. (c) All computations The amount of principal and interest due payable with respect to any Debt Security on any Payment Date, or the method by which such amount is to be calculated, shall be made, unless otherwise specified in the SecuritySupplement for the applicable Issue of Debt Securities. (d) The amount and timing of any Distributions relating to Pass-through Securities shall be specified in the Supplement for the applicable Issue of Pass-through Securities. (e) The principal of and interest on any Debt Securities and Distributions in respect of Pass-through Securities are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Security on the Register at the address of such Person as it appears on the Register in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. In the case of a Registered Holder of at least, based upon in the case of Debt Securities, $1,000,000 in principal amount of Debt Securities of an Issue or, in the case of Pass-through Securities, $1,000,000 of Imputed Principal Amount of such Pass-through Securities of an Issue, payments of principal, premium, if any, and interest on such Debt Securities and of Distributions in respect of Pass-through Securities may be made by wire transfer in immediately available funds to an account designated in writing by such Registered Holder. All payments on the Securities, other than the payment due on the Final Payment Date, shall be paid without any requirement of presentment. In the case of Debt Securities, the Company or, in the case of Pass-through Securities, the Trustee shall notify the Person in whose name a 365-Security is registered at the close of business on the Record Date next preceding the Payment Date on which the Company or the Trustee, as the case may be, expects that the final installment of principal of such Security will be paid that the Company or the Trustee, as the case may be, expects that such final installment will be paid on such Payment Date. Such notice shall be mailed no later than the tenth day yearprior to such Payment Date and shall specify the place where such Security may be surrendered. Funds representing any such checks returned undeliverable shall be held in accordance with Section 12.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue Principal of or interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a any Security that is caused to be payable, and is punctually paid or duly provided for by the Company on the applicable Payment Date for, at any Stated Maturity shall be paid to the Holder Person in whose name such that Security (or one (1) or more Predecessor Securities) is registered in at the Securities Register close of business on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to for such Holder’s principal or interest. Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities of any series shall be made at the Corporate Trust Office or at the Place of Payment (or, if (i) and for so long as any Outstanding Securities are not issued in accordance with Article VI hereofthe form of one or more global securities registered in the name of a clearing corporation or clearing agency registered under the Exchange Act, as depositary for such Securities, or a nominee of such clearing corporation or clearing agency and (ii) such office is not in the Borough of Manhattan, the City of New York, at either such office or an office to be maintained in such Borough), or by check or in another manner or manners if so provided in the Series Supplemental Indenture creating the Securities of such series (or, in the case of the 1995 Bonds, in Section 2.17). If definitive, certificated securities are issued, then the Any principal payment made of or interest on any Security of any series that is payable, but is not punctually paid or duly provided for, at any Stated Maturity of an installment of principal or payment of interest shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder to the extent that such defaulted principal or interest may be paid by the IDB, at its election (at the direction of the Company) in each case, as provided in paragraph (a) or paragraph (b) below: (a) The IDB may elect to make payment of all or any Maturity Date portion of such defaulted principal or interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) in respect of which principal or interest is in default are registered at the Redemption Price close of business on a Special Record Date for the payment of such defaulted principal or interest, which shall be fixed in the following manner. The IDB shall notify the Trustee and the Paying Agent in writing of the amount of defaulted principal or interest proposed to be paid on each Security of such series and the date of the proposed payment, and concurrently there shall be deposited with the Trustee or the Repurchase Price Paying Agent an amount of any Security required money equal to the aggregate amount proposed to be redeemed paid in respect of such defaulted principal or repurchased, respectively), and any accrued interest thereon, or there shall be payable on or after made arrangements satisfactory to the Maturity Date, Redemption Date Trustee or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Securitydeposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted principal or interest as provided in this paragraph. Thereupon, the Trustee shall fix a Special Record Date for the payment of such defaulted principal or interest (together with other amounts payable with respect to such defaulted principal or interest) that shall not be more than fifteen (15) nor less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the IDB, the Company and the Security Registrar of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such defaulted principal or interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder of a Security of such series at such Holder's address as it appears in the Security Register, not less than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such defaulted principal or interest and the Special Record Date therefor having been mailed as aforesaid, such defaulted principal or interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered on such Special Record Date. (cb) All computations The IDB may make, or cause to be made, payment of any defaulted principal or interest due (together with other amounts payable with respect to such defaulted interest) in any other lawful manner not inconsistent with the requirements of any securities exchange (if any) on which the Securities in respect of which principal or interest is in default may be listed, and upon such notice as may be required by such exchange, if, after notice given by the IDB or the Company to the Trustee of the proposed payment pursuant to this paragraph, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section 2.10, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall be madecarry the rights to interest accrued and unpaid, unless otherwise specified in the and to accrue, that were carried by such other Security, based upon a 365-day yearand each such Security shall bear interest from whatever date shall be necessary so that neither gain nor loss in interest shall result from such registration of transfer, exchange or replacement.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at Except as otherwise provided herein for the rate specified for such Security in redemption of the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such SecurityBonds, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security of or interest on the Bonds shall be allocated on a Maturity Date shall be payable as provided below. In pro rata basis among all Outstanding Bonds, without preference or priority of any kind among the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofBonds. (b) Each Final payments in respect of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, any Bond (whether upon redemption, repurchase declaration of acceleration or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities ) shall be made in accordance with Article VI hereof. If definitiveonly against presentation and surrender of such Bond at the Corporate Trust Office of the Trustee and, certificated securities are issuedsubject to any fiscal or other laws and regulations applicable thereto, then at the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price specified offices of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any other Paying Agent for such Securityappointed by the Company. (c) All computations Payment of the principal of any Bond on a relevant Payment Date shall be made to the Person in whose name such Bond is registered in the Register on the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Payment Date by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 15 days prior to such Payment Date. (d) Payment of interest due on each Interest Payment Date with respect to any Security Bond shall be mademade to the Person in whose name such Bond is registered on the close of business on the Record Date immediately preceding such Interest Payment Date by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, unless otherwise specified or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that the Holder so elects by giving written notice to such effect designating such account, which is received by the Trustee or a Paying Agent no later than the Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Bond shall remain in effect with respect to any future payments with respect to such Bond payable to such Holder. The Company shall pay any administrative costs imposed by banks in connection with making payments by wire transfer. If the Payment Date in respect of any Bond is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. Notwithstanding the provisions of this Section 2.5, payments on Bonds registered in the Security, based upon a 365-day yearname of DTC or its nominee shall be effected in accordance with the Applicable Procedures.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security Except as otherwise provided herein for the redemption of the Notes, the payment of Principal of or Premium, if any, or Interest on the Notes shall accrue interest be allocated on a pro rata basis among all Outstanding Notes, without preference or priority of any kind among the Notes. (b) Final payments in respect of any Note (whether upon Stated Maturity, redemption, declaration of acceleration or otherwise) shall be made only against presentation and surrender of such Note at the rate Corporate Trust Office, and, subject to any fiscal or other laws and regulations applicable thereto, at the specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment offices of interest payable on a Security that is caused to be punctually paid or duly provided for any other Paying Agent appointed by the Company Company. (c) Payment of Principal and Premium, if any, in respect of each Note on the applicable Principal Payment Date shall be paid made to the Holder Person in whose name such Security Note is registered in the Securities Register at the close of business on the applicable Regular Record Date with respect fifth day (whether or not a Business Day) immediately preceding the Principal Payment Date, by U.S. Dollar check drawn on a bank in the City of New York and mailed to the Securities outstanding, by electronic deposit to such Holder’s Payment Account Person entitled thereto at its address as it appears in the Securities Register. Upon written notice of a Holder received by any Paying Agent at least 15 Business Days prior to the Principal Payment Date, such payment may be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in the City of New York. (d) Payment of Interest in respect of each Note shall be made on each Interest Payment Date to the Person in whose name such Note is registered in the Register at the close of business on the Record Date next preceding such Regular Record Interest Payment Date. The payment Payments in respect of any interest payable Notes represented by a Global Note registered in connection the name of DTC or its nominee shall be effected in U.S. Dollars in accordance with the Applicable Procedures. Payments in respect of Certificated Notes shall be effected by U.S. Dollar check drawn on a bank in the City of New York and mailed to the Person entitled thereto at its address as it appears on the Register. Upon written notice of a Holder received by any Paying Agent at least 15 Business Days prior to any Interest Payment Date, such payment may be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in the City of New York. Unless such designation is revoked, any principal payable such designation made by such Holder with respect to such Security on a Maturity Date Note shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held remain in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities shall be made in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security. (c) All computations of interest due effect with respect to any Security future payments with respect to such Note payable to such Holder. If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be made, unless otherwise specified entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further Interest or other payment in the Security, based upon a 365-day yearrespect of any such delay.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue Principal or interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security any Bond that is caused to be payable, and punctually paid or duly provided for by the Company for, on the applicable any Scheduled Payment Date shall be paid to the Holder Person in whose name such Security that Bond (or one or more Predecessor Bonds) is registered in at the Securities Register close of business on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to for such Holder’s principal or interest. Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event Bonds of Default, then payments of principal of and interest on the Securities any series shall be made at the Place of Payment, or by check or in accordance another manner or manners if so provided in the Series Supplemental Indenture relating to such series of Bonds, except for the final installment of principal payable with Article VI hereof. If definitiverespect to a Bond, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, which shall be payable as provided in Section 6.5 (in the case of Bonds redeemed) or payable upon presentation and surrender of such Bond at the Place of Payment. Any principal of or interest on any Bond of any series that is payable, but is not punctually paid or duly provided for, on any Scheduled Payment Date of an installment of principal or payment of interest shall forthwith cease to be payable to the Holder on the relevant Regular Record Date and such defaulted principal or interest may be paid by the Issuer, at its election in each case, as provided in paragraph (a) or paragraph (b) below: (a) The Issuer may elect to make payment of all or any portion of such defaulted principal or interest to the Persons in whose names the Bonds of such series (or their respective Predecessor Bonds) in respect of which principal or interest is in default are registered at the close of business on a Special Record Date for the payment of such defaulted principal or interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee and the Paying Agent in writing of the amount of defaulted principal or interest proposed to be paid on each Bond of such series and the date of the proposed payment, and concurrently there shall be deposited with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted principal or interest or there shall be made arrangements acknowledged by the Trustee for Northeast Generation Company Indenture -------------------------------------- such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted principal or interest as provided in this paragraph. Thereupon, the Trustee shall fix a Special Record Date for the payment of such defaulted principal or interest (together with other amounts payable with respect to such defaulted principal or interest) which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the Maturity Datereceipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer and the Security Registrar of such Special Record Date and, Redemption Date or in the Repurchase Date therefore name and at the office or agency expense of the Company maintained by Issuer, shall cause notice of the proposed payment of such defaulted principal or interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of a Bond of such series at such Holder's address as it for appears in the Security Register, not less than 10 days prior to such purpose Special Record Date. Notice of the proposed payment of such defaulted principal or interest and the Special Record Date therefor having been mailed as aforesaid, such defaulted principal or interest shall be paid to the Persons in whose names the Bonds of such series (or their respective Predecessor Bonds) are registered on such Special Record Date and shall no longer be payable pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Securityfollowing paragraph (b). (cb) All computations The Issuer may make, or cause to be made, payment of any defaulted principal or interest due (together with other amounts payable with respect to such defaulted interest) in any Security other lawful manner not inconsistent with the requirements of any securities exchange on which the Bonds in respect of which principal or interest is in default may be listed, and, upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this paragraph, such payment shall be madedeemed reasonable by the Trustee. Subject to the foregoing provisions of this Section 2.10, unless otherwise specified each Bond delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Bond shall carry the Securityrights to interest accrued and unpaid, based upon a 365-day yearand to accrue, which were carried by such other Bond.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue Principal of, and interest at (including Additional Interest, if any) on, and any Additional Amount due with respect to, the rate specified for such Security in the Securities Register and such interest Notes shall be payable at the Corporate Trust Office, at the offices of the Trustee and, subject to any fiscal or other laws and regulations applicable thereto, at the specified offices of any other Paying Agent appointed by the Company. (b) Except as otherwise provided herein for the redemption of the Notes, the payment of principal on each the Notes shall be allocated on a pro rata basis among all Outstanding Notes, without preference or priority of any kind among the Notes. (c) Final payments in respect of any Note (whether upon redemption, declaration of acceleration or Stated Maturity) shall be made only against presentation and surrender of such Note at the Corporate Trust Office, at the offices of the Trustee and, subject to any fiscal or other laws and regulations applicable thereto, at the specified offices of any other Paying Agent appointed by the Company. (d) Payment Date following the Issue Date for such Security, until of the principal thereof becomes of, and any Additional Amounts due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company with respect to, any Note on the applicable Principal Payment Date shall be paid made by U.S. Dollar check drawn on a bank in New York City and mailed to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account Person entitled thereto at its address as it appears in the Securities Register or, at the election of the Holder, by wire transfer to a U.S. Dollar account maintained by the payee with a bank in New York City, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 10 days prior to the Principal Payment Date. (e) Payment of interest (including Additional Interest, if any), and any Additional Amounts due with respect thereto, on each Interest Payment Date with respect to any Note shall be made to the Person in whose name such Regular Note is registered on the Record Date immediately preceding such Interest Payment Date, by U.S. Dollar check drawn on a bank in New York City and mailed to the Person entitled thereto at its address as it appears in the Register, or, at the election of the Holder, by wire transfer to a U.S. Dollar account maintained by the payee with a bank in New York City, provided that the Holder so elects by giving written notice to such effect designating such account, which is received by the Trustee or a Paying Agent no later than the Record Date immediately preceding such Interest Payment Date. The payment of Unless such designation is revoked, any interest payable in connection with the payment of any principal payable such designation made by such Holder with respect to such Security on a Maturity Date Note shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held remain in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities shall be made in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security. (c) All computations of interest due effect with respect to any Security future payments with respect to such Note payable to such Holder. The Company shall pay any administrative costs imposed by banks in connection with making payments by wire transfer. (f) If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. Notwithstanding the provisions of this Section 2.5, payments on Notes registered in the name of DTC or its nominee shall be made, unless otherwise specified effected in accordance with the Security, based upon a 365-day yearApplicable Procedures. The Company and the Guarantor shall make all payments on the Notes exclusively in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debt.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to All payments of principal of and interest on the SecuritiesNotes of any Series shall be allocated on a pro rata basis among all Notes of such Series Outstanding, if without preference or priority of any kind among the Securities have become or been declared due and payable Notes of such Series. Unless otherwise specified pursuant to Section 2.5, the following an Event of Default, then payments provisions shall apply. (a) Payment of principal of and interest (which term includes any Additional Amounts, unless the context otherwise requires) on the Securities any Payment Date (except for payment at Maturity) with respect to any Registered Note of each Series shall be made to the Person in whose name such Note is registered at the close of business on the Regular Record Date immediately preceding such Payment Date. Interest payable at Maturity shall be paid to the Person to whom principal is payable. Payment of principal at Maturity shall be paid to the registered Holder of a Note against presentation or surrender of such Note. Holders of Certificated Notes will receive payments of principal and interest at Maturity in Dollars, unless such Certificated Notes are denominated in a Specified Currency other than Dollars and such Holder has elected to receive payment in such Specified Currency. Payments of principal and interest will be received by such Holder by check (mailed to the Holder of such Note at such Holder’s address appearing in the Register maintained by the Registrar and the Co-Registrar) drawn on, or by wire transfer to an account maintained by the Holder with, a bank in the principal financial center of the country issuing the relevant currency against presentation and surrender of such Note at the specified office of any Paying Agent. Payments of principal and interest at Maturity by wire transfer will only be made to a Holder of at least U.S.$1,000,000 aggregate principal amount of Certificated Notes (or in the case of Notes not denominated in Dollars, the U.S. Dollar Equivalent thereof), upon written application by such Holder to the Corporate Trust Office of the Trustee accompanied by appropriate wire transfer instructions not later than the fifteenth (15th) day immediately preceding the Maturity. The Company shall pay any reasonable administrative costs in connection with making any such payments. Except as otherwise provided in Section 2.9(h), payments of interest in respect of any Certificated Note (other than at Maturity) will be made on each applicable Payment Date in Dollars, unless such Certificated Note is denominated in a Specified Currency other than Dollars and the Holder of such Certificated Note has elected to receive payment in such Specified Currency, to the persons shown on the Register at the close of business on the relevant Regular Record Date by check (mailed to the Holder of such Note at such Xxxxxx’s address appearing in the Register maintained by the Registrar and the Co-Registrar) drawn on, or by wire transfer to an account maintained by the Holder with, a bank in the principal financial center of the country issuing the relevant currency. Payments of interest (other than at Maturity) by wire transfer will only be made to a Holder of at least U.S.$1,000,000 aggregate principal amount of Certificated Notes (or in the case of Notes not denominated in Dollars, the U.S. Dollar Equivalent thereof) upon written application by such Holder to the Corporate Trust Office of the Trustee accompanied by appropriate wire transfer instructions not later than the relevant Regular Record Date immediately preceding the Payment Date. Unless revoked in writing, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. The Company shall pay any reasonable administrative costs in connection with making any such payments. With respect to Certificated Notes denominated in a Specified Currency other than Dollars, on or before 12:00 noon, Buenos Aires time, two Business Days prior to the Payment Date, the Company will deposit in such Specified Currency in a bank account designated by the Trustee the aggregate amount of principal and interest due on such date with respect to the relevant Certificated Notes. The Dollar amount to be received by Holders not electing to receive payment in such Specified Currency will be the amount of such Specified Currency received by the Trustee with respect to such Notes from the Company converted by the Exchange Rate Agent to Dollars, after the deduction of applicable taxes and expenses. Except in the case of Notes denominated in a Specified Currency other than Dollars where the Holder thereof has elected to receive payment in such Specified Currency, payments of principal and interest, if any, in respect of a Global Note shall be made to DTC or its nominee as the registered Holder of such Note. Two Business Days prior to a Payment Date on or before 12:00 noon, Buenos Aires time, in respect of any Global Note denominated in a Specified Currency other than Dollars, the Company will deposit in a bank account designated by the Trustee in the relevant Specified Currency the aggregate amount of principal and interest due on such Payment Date on the Notes represented by such Global Note. Thereafter, the Trustee will arrange with the Exchange Rate Agent for the conversion into Dollars of such aggregate amount after the deduction of applicable taxes and expenses and any portion of the amount as to which the beneficial owners of Notes represented by such Global Note have elected to receive payment in the Specified Currency thereof in accordance with Article VI hereofthe procedures provided below. The Trustee, as Paying Agent, will deliver to DTC such Dollar amount in same day funds for payment through DTC’s settlement system. A Holder of Notes held in the book-entry settlement system of DTC denominated in a Specified Currency other than U.S. Dollars electing to receive payments of principal or interest in such Specified Currency, must notify the DTC participant through which its interest is held on or prior to the applicable Regular Record Date, in the case of the payment of interest (other than at Maturity), and by the date established by the relevant participant, in the case of payment of principal and interest at Maturity, of such Xxxxxx’s election to receive all or a portion of such payment in such currency. Such DTC participant must notify DTC thereof on or prior to the date which is the third Business Day after the Regular Record Date for any payment of interest (other than at Maturity) on or prior to a date which is twelve days prior to the payment of principal and interest at Maturity. If definitivecomplete instructions are received by a DTC participant from the relevant Holder and forwarded by the DTC participant to DTC on or prior to such dates, and, if DTC subsequently notifies the Trustee by facsimile transmission (promptly confirmed in writing) of such instructions with appropriate wire transfer instructions on the Business Day immediately succeeding any such date, the Holder will receive payments in such Specified Currency. (b) Subject to applicable laws and regulations, any installment of principal of and interest (which term includes any Additional Amounts, unless the context otherwise requires) on a Permanent Global Bearer Note of each Series or certificated securities are issuedBearer Notes of each Series will be payable on each Payment Date (except for payment at Maturity) against presentation to and endorsement of such Permanent Global Bearer Note by the Common Depositary or presentation and surrender of the relevant coupons and, then in the case of final interest and principal payments (whether upon redemption, acceleration or at Maturity), the surrender of the Permanent Global Bearer Note or the certificated Bearer Notes, at the office of a Paying Agent located outside the United States as the Company may appoint for the purpose. A record of each payment made on a Permanent Global Bearer Note of a Series, distinguishing between any Security payment of principal and any payment of interest, will be made on any Maturity Date (or such Permanent Global Bearer Note by the Redemption Price or Paying Agent to which such Permanent Global Bearer Note is presented for the Repurchase Price purpose of any Security required to be redeemed or repurchased, respectively)making such payment, and any accrued interest thereon, such record shall be payable on or after prima facie evidence that the Maturity Datepayment in question has been made. (c) Any payment in respect of a Bearer Note will be made by check (or, Redemption Date or if such Bearer Note is a Global Bearer Note, by transfer to an account maintained by the Repurchase Date therefore Holder thereof). No payment will be made in respect of the Bearer Notes at the an office or agency of the Company in the United States and no check in payment thereof which is mailed shall be mailed to an address in the United States, nor shall any transfer made in lieu of payment by check be made to an account maintained by it the payee with a bank in the United States. Notwithstanding the foregoing, such payments may be made at an office or agency located in the United States if payment of the full amount so payable at each office of each Paying Agent and each other office outside the United States appointed and maintained for such the purpose pursuant to Section 2.3 hereof the Indenture is illegal or at is effectively precluded because of the office imposition of any Paying Agent for exchange controls or similar restrictions on the full payment or receipt of such Securityamounts in Dollars. (cd) Unless otherwise specified pursuant to Section 2.5, in the event that on any Payment Date in respect of any Series of Notes denominated in a Specified Currency other than the Argentine peso, any restrictions or prohibition of access to the Argentine foreign exchange market exists, the Company agrees to pay all amounts payable under such Notes either (i) by purchasing, with Argentine pesos, any series of “Bonos Externos de la República Argentina” (“Bonex”) or any other securities or public or private bonds issued in Argentina and denominated in dollars, and transferring and selling such instruments outside Argentina for the currency of such Notes, or (ii) by means of any other legal procedure existing in Argentina, on any due date for payment under such Series of Notes, for the purchase of the Specified Currency of such Notes. All costs and taxes payable in connection with the procedures referred to in (i) and (ii) above shall be borne by the Company. The Trustee shall have no obligation under this paragraph to acquire Dollars in the event of any foreign exchange restriction or prohibition in Argentina. (e) Unless otherwise specified pursuant to Section 2.5, if the date for payment of any amount in respect of any Note is not a Business Day, the Holder thereof shall not be entitled to payment until the next following Business Day and shall not be entitled to further interest or other payment in respect of such delay. (f) All computations reductions in the principal amount of interest due with respect to a Note (or one or more predecessor Notes) effected by partial payments or installments of principal made on any Security Payment Date shall be madebinding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, unless otherwise specified whether or not such payment is noted on such Note. (g) In case a Bearer Note of any Series is surrendered in exchange for a Registered Note of such Series after the close of business (at an office or agency of one of the Paying Agents for such Series) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Payment Date, such Bearer Note shall be surrendered without the coupon relating to such Payment Date and interest will not be payable on such Payment Date in respect of the Registered Note issued in exchange for such Bearer Note, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. (h) Any interest on any Note of any Series that is payable but is not punctually paid or duly provided for on any Payment Date for such Series (herein called “Defaulted Interest”) shall, if such Note is a Registered Note, forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of his having been such a registered Holder, and such Defaulted Interest may be paid by the Company at its election in each case, as provided in clause (i) or (ii) below: (i) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names such Registered Notes are registered at the close of business on a Special Record Date (the “Special Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the Securityfollowing manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Registered Note and the date of the proposed payment, based upon and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a 365Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-day yearclass postage prepaid, to the Holders of such Registered Notes at their addresses as they appear in the Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Registered Notes are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (ii).

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue Principal or interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security any Note that is caused to be payable, and punctually paid or duly provided for by the Company for, on the applicable any Scheduled Payment Date shall be paid to the Holder Person in whose name such Security that Note (or one or more Predecessor Notes) is registered in at the Securities Register close of business on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to for such Holder’s principal or interest. Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event Notes of Default, then payments of principal of and interest on the Securities any series shall be made at the Place of Payment, or by check or in accordance another manner or manners if so provided in the Series Supplemental Indenture relating to such series of Notes, except for the final installment of principal payable with Article VI hereof. If definitiverespect to a Note, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, which shall be payable as provided in Section 5.5 (in the case of Notes redeemed) or payable upon presentation and surrender of such Note at the Place of Payment. Any principal of or interest on any Note of any series that is payable, but is not punctually paid or duly provided for, on any Scheduled Payment Date of an installment of principal or payment of interest shall forthwith cease to be payable to the Holder on the relevant Regular Record Date and such defaulted principal or interest may be paid by the Company, at its election in each case, as provided in paragraph (a) or paragraph (b) below: (a) The Company may elect to make payment of all or any portion of such defaulted principal or interest to the Persons in whose names the Notes of such series (or their respective Predecessor Notes) in respect of which principal or interest is in default are registered at the close of business on a Special Record Date for the payment of such defaulted principal or interest, which shall be fixed in the following manner. The Company shall notify the Trustee and the Paying Agent in writing of the amount of defaulted principal or interest proposed to be paid on each Note of such series and the date of the proposed payment, and concurrently there shall be deposited with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted principal or interest or there shall be made arrangements acknowledged by the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted principal or interest as provided in this paragraph. Thereupon, the Trustee shall fix a Special Record Date for the payment of such defaulted principal or interest (together with other amounts payable with respect to such defaulted principal or interest) which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the Maturity Datereceipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company and the Security Registrar of such Special Record Date and, Redemption Date or in the Repurchase Date therefore name and at the office or agency expense of the Company maintained by Company, shall cause notice of the proposed payment of such defaulted principal or interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of a Note of such series at such Holder’s address as it for appears in the Security Register, not less than 10 days prior to such purpose Special Record Date. Notice of the proposed payment of such defaulted principal or interest and the Special Record Date therefor having been mailed as aforesaid, such defaulted principal or interest shall be paid to the Persons in whose names the Notes of such series (or their respective Predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Securityfollowing paragraph (b). (cb) All computations The Company may make, or cause to be made, payment of any defaulted principal or interest due (together with other amounts payable with respect to such defaulted interest) in any Security other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes in respect of which principal or interest is in default may be listed, and, upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this paragraph, such payment shall be madedeemed reasonable by the Trustee. Subject to the foregoing provisions of this Section 2.10, unless otherwise specified each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the Securityrights to interest accrued and unpaid, based upon a 365-day yearand to accrue, which were carried by such other Note.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at Except as otherwise provided herein for the rate specified for such Security in redemption of the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such SecurityNotes, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security of or interest on the Notes shall be allocated on a Maturity Date shall be payable as provided below. In pro rata basis among all Outstanding Notes, without preference or priority of any kind among the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofNotes. (b) Each Final payments in respect of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, any Note (whether upon redemption, repurchase declaration of acceleration or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities ) shall be made in accordance with Article VI hereof. If definitiveonly against presentation and surrender of such Note at the Corporate Trust Office, certificated securities are issuedat the offices of the Trustee and, then subject to any fiscal or other laws and regulations applicable thereto, at the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price specified offices of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any other Paying Agent for such Securityappointed by the Company. (c) All computations Payment of the principal of any Note on a relevant Payment Date shall be made to the Person in whose name such Note is registered in the Register at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Payment Date, by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 15 days prior to such Payment Date. (d) Payment of interest due on each Interest Payment Date with respect to any Security Note shall be mademade to the Person in whose name such Note is registered on the Record Date immediately preceding such Interest Payment Date by wire or by U.S. Dollar check drawn on a bank in The City of New York and delivered to the Person entitled thereto at its address as it appears on the Register, unless otherwise specified or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that the Holder so elects by giving written notice to such effect designating such account, which is received by the Trustee or a Paying Agent no later than the Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note shall remain in effect with respect to any future payments with respect to such Note payable to such Holder. The Company shall pay any administrative costs imposed by banks in connection with making payments by wire transfer. If the Payment Date in respect of any Note is not a Business Day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding Business Day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. Notwithstanding the provisions of this Section 2.05, payments on Notes registered in the Security, based upon a 365-day yearname of DTC or its nominee shall be effected in accordance with the Applicable Procedures.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security The Current Interest Bonds of each Class shall accrue bear interest for each Due Period at the rate specified Bond Interest Rate for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term Bonds of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by accelerationClass, redemption, repurchase or otherwise. Interest on each Security which interest shall be due and payable on each Payment Date at on the interest rate applicable unpaid principal amount of the Bonds of such Class determined as of the Accounting Date relating to such Security for the Interest Accrual Period related to such Security and such Payment Date, commencing on the date specified in the related Series Supplement and continuing on each Payment Date thereafter until the entire unpaid principal amount of the Bonds of such Class is paid, whether by acceleration or otherwise, and (to the extent lawful and enforceable) shall bear interest on overdue interest at the Bond Interest Rate for the Bonds of such Class. (b) Until the entire unpaid principal balance of each Class of Bonds of a Series with a prior Stated Maturity is paid in full or such other date as specified in the related Series Supplement, interest for each Due Period on any On the Payment Date on which the entire unpaid principal balance of each Class of Bonds of a Series with a prior Stated Maturity is paid in full or such other date as specified in the related Series Supplement, any remaining portion of the amount then payable on such Payment Date shall be paid as interest on the Accretion Bonds of the same Series and, to the extent that such amount is less than the amount of the interest accrued on such Accretion Bonds for the immediately preceding Due Period, the difference shall be added to the Compound Value of the Bonds of such Class as of the Accounting Date preceding that Payment Date. Thereafter, such Accretion Bonds shall bear interest at the Bond Interest Rate for such Accretion Bonds, which interest shall be due and payable for each Due Period on each Payment Date on the unpaid Compound Value of such Accretion Bonds determined as of the Accounting Date immediately preceding such Payment Date until the entire unpaid Compound Value of such Accretion Bonds is paid, whether by acceleration or otherwise, and (to the extent lawful and enforceable) shall bear interest on overdue interest at the Bond Interest Rate for the Bonds of such Class. Notwithstanding the foregoing, in the event that each Class of Current Interest Bonds of a Series with a prior Stated Maturity is paid in full and that the payment of principal and interest on the Mortgage Collateral securing such Series is insufficient at that time to pay the full amount of required interest on any Accretion Bond on any Payment Date, the amount of interest that is not available shall be added to the Compound Value of such Accretion Bonds. (c) The principal of the foregoing provisions with respect to Bonds of a Series shall be payable as specified in the related Series Supplement until the entire unpaid principal balance of the Bonds of such Series is paid. All payments of principal of the Bonds of a Class within a Series shall be allocated on a pro rata basis. (d) Interest on and interest principal of Bonds issued in certificated form shall be payable by check (subject to collection) mailed to the Person entitled thereto at his address as it appears on the SecuritiesBond Register, if except for the Securities have become or been declared final payment due and payable following an Event on Maturity of Defaulta certificated Bond of a Series, then payments of principal of and interest on the Securities which, unless otherwise provided by a Series Supplement, shall be made in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price only upon presentation and surrender of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore such Bond at the office or agency of the Company Depositor maintained by it for such that purpose pursuant to as provided in Section 2.3 hereof or at the office of any Paying Agent for such Security9. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security The Notes shall bear interest on the unpaid principal amount thereof at the applicable Note Rate (calculated on the basis of a 360-day year consisting of 12 months of 30 days each), monthly from and including the first day of each Due Period through the last day of such Due Period (except with respect to the Initial Payment Date, from the Closing Date through August 31, 1999) and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of principal or interest (such overdue interest and interest at the applicable Note Rate on such overdue interest, the "Overdue Interest") from the date such principal or interest became due and payable until fully paid. Interest shall be due and payable in arrears on each Payment Date, with each payment of interest calculated as described above on the unpaid principal amount of the Outstanding Notes at the close of business on the Payment Date immediately preceding such Payment Date or, with respect to interest payable on the Initial Payment Date, on the principal amount of the Outstanding Notes on the Closing Date; provided, however, that in making any interest payment, if the interest calculation with respect to any Note shall result in a portion of such payment being less than $.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof. To the extent that there is a shortfall in the amount available to pay the interest owed on the Class A Notes, the amount of interest paid to the holders of each such Class of Class A Notes shall be determined by multiplying the amount available for such distribution by the ratio of the amount of interest (including Overdue Interest) owed on such Class to the amount of interest (including Overdue Interest) owed on all Classes of the Class A Notes (each such amount with respect to each Class, the "Interest Shortfall Payment"). With respect to the Notes of any Class, due but unpaid interest will accrue interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofrelated Note Rate. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security Note shall be paid payable in full as of installments ending no later than the Stated Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or Note unless such Security Note becomes due and payable at an earlier date by declaration of acceleration or automatic acceleration, redemption, repurchase call for redemption or otherwise. Interest All reductions in the principal amount of any Note effected by payments of installments of principal made on each Security any Payment Date shall be due binding upon all future Holders of such Note, and payable of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Payments of principal on the Notes of each Class will be made on each Payment Date at in an amount equal to the interest rate applicable sum of (a) the Principal Distribution Amount for such Class and (b) on and after the Payment Date occurring on and after September, 2002, the Supplemental Principal Distribution Amount for such Class and will be applied to the Notes on a pro rata basis among the Notes of such Security for Class, commencing on the Interest Accrual Period related to such Security and such Initial Payment Date. Notwithstanding any of the foregoing provisions , provided, however, that with respect to the Class A Notes prior to a Trigger Event Period, the Class A-2 Notes will not be entitled to any payments of principal until the principal amount of the Class A-1 Notes has been reduced to zero, and the Class A-3 Notes will not be entitled to any payments of principal until the principal amount of the Class A-1 Notes and Class A-2 Notes have been reduced to zero. The principal payable on the Notes of each Class shall be paid (to the extent payable in accordance with the terms hereof) on each Payment Date beginning on the Initial Payment Date and ending on the Final Payment Date with respect to such Class on a pro rata basis within each Class based upon the face amount of each Note of such Class; provided, however, that if as a result of such proration a portion of such principal would be less than $.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment. (c) The principal of and interest on the SecuritiesNotes are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the address of such Person as it appears on the Note Register or, if requested by such Registered Holder, by wire transfer in immediately available funds to the Securities have become account specified in writing to the Trustee by such Registered Holder at least five Business Days prior to the Record Date for the Payment Date on which wire transfers will commence, in such coin or been declared due currency of the United States of America as at the time of payment is legal tender for the payment of public and payable following an Event private debts. All payments on the Notes shall be paid without any requirement of Default, then payments presentment. The Issuer shall notify the Trustee at the close of business on the Record Date next preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest such Note will be paid that the Issuer expects that such final installment will be paid on the Securities such Payment Date. Notice of final payment on any Note shall be made mailed by the Trustee to the Holder of such Note in accordance with Article VI Section 12.05(a) hereof. If definitiveFunds representing any such checks returned undeliverable shall be held in accordance with Section 11.02(o). Upon payment in full of all amounts owed to the Noteholder of any Note, certificated securities are issuedsuch Note shall be void, then and such Noteholder shall use reasonable efforts to return such Note to the principal payment made on any Security on any Maturity Date (Trustee at the Corporate Trust Office for cancellation upon written request of the Trustee or the Redemption Price or Issuer. In the Repurchase Price of any Security required event a Noteholder cannot return its Note to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency Trustee within 60 days following payment in full of the Company maintained by Note, it for shall send the Trustee an affidavit certifying such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Securityloss upon request. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security The Notes shall accrue bear interest from the Closing Date until paid at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payableNote Interest Rate. Any installment Thirty days of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at (other than the first and, if applicable, last Payment Date) on the Note Principal Balance of the Notes, determined as of the Closing Date with respect to the first Payment Date, and thereafter, the preceding Payment Date (after giving effect to any principal payment made on such Notes on such date). Interest will be calculated on the basis of a 360 day year consisting of 12 months of 30 days each. If the amount available in the Distribution Account is insufficient to pay the amount of interest rate applicable due and payable on the Notes on any Payment Date, such shortfall will be carried forward and added to the amount due on such Security for Notes on the Interest Accrual Period related to such Security and such next Payment Date. Notwithstanding any Any such amount carried forward will bear interest, to the extent legally permissible, at a rate per annum which shall be equal to 200 basis points in excess of the foregoing provisions with respect greater of (i) the Note Interest Rate and (ii) the prime rate announced by Bankers Trust Company in effect on the Payment Date on which such shortfall first accrued. (b) The principal of the Notes shall be payable on the Amortization Date and each Payment Date thereafter, to payments the extent of the amount available after payment of all interest payable on the Notes, to the extent that funds remain in the Collection Account, as provided in Section 9.02 herein. (c) Payments on the Notes shall be made by the Trustee by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor if such Person shall have so notified the Trustee in writing by the Record Date immediately prior to such Payment Date and is the registered owner of Notes in the initial aggregate principal amount equal to or in excess of $500,000. The final installment of principal of and interest on each Note (or the Securities, if Redemption Price thereof in the Securities have become case of a Note called for Optional Redemption) shall be payable on or been declared due and payable following an Event after its Stated Maturity. The Trustee shall notify the Person in whose name a Note is registered at the close of Default, then payments business on the twenty-fifth day of the month next preceding the month of the Payment Date on which the Issuer expects that the final installment of principal of and interest on the Securities such Note will be paid. Such notice shall be made mailed no earlier than the sixtieth day, and no later than the thirty-fifth day (or, in accordance with Article VI hereofthe case of a final Payment Date occurring in the month of February, the thirty- third day), prior to such Payment Date. If definitive, certificated securities are issued, then Within 30 days after the final installment of principal payment made of and interest on any Security on any Maturity Date each Note (or the Redemption Price or thereof in the Repurchase Price case of any Security required to be redeemed or repurchased, respectivelya Note called for Optional Redemption), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or Holders will return the Repurchase Date therefore at Notes to the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such SecurityIssuer. (cd) All computations The Holders of interest due with the Notes as of the Record Date in respect to any Security of a Payment Date shall be made, unless otherwise specified entitled to the interest accrued and payable and principal payable on such Payment Date. Payments of principal to such Holders shall be made in the Security, based proportion that the unpaid principal balance of the Notes registered in the name of each such Holder on such Record Date bears to the aggregate unpaid principal balance of all the Notes on such Record Date. All payment obligations under a Note are discharged to the extent such payments are made to the Holder of record. (e) Each Note delivered under this Indenture upon a 365-day yearregistration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid interest and principal that were carried by such other Note.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at Except as otherwise provided herein for the rate specified for such Security in redemption of the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such SecurityNotes, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security of or interest on the Notes shall be allocated on a Maturity Date shall be payable as provided below. In pro rata basis among all Outstanding Notes, without preference or priority of any kind among the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofNotes. (b) Each Final payments in respect of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, any Note (whether upon redemption, repurchase declaration of acceleration or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities ) shall be made in accordance with Article VI hereof. If definitiveonly against presentation and surrender of such Note at the Corporate Trust Office, certificated securities are issuedat the offices of the Trustee and, then subject to any fiscal or other laws and regulations applicable thereto, at the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price specified offices of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any other Paying Agent for such Securityappointed by the Issuer. (c) All computations Payment of the principal of any Note on a relevant Payment Date shall be made to the Person in whose name such Note is registered in the Register at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Payment Date, by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 15 days prior to such Payment Date. (d) Payment of interest due on each Interest Payment Date with respect to any Security Note shall be mademade to the Person in whose name such Note is registered on the Record Date immediately preceding such Interest Payment Date by wire or by U.S. Dollar check drawn on a bank in The City of New York and delivered to the Person entitled thereto at its address as it appears on the Register, unless otherwise specified or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that the Holder so elects by giving written notice to such effect designating such account, which is received by the Trustee or a Paying Agent no later than the Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note shall remain in effect with respect to any future payments with respect to such Note payable to such Holder. The Issuer shall pay any administrative costs imposed by banks in connection with making payments by wire transfer. If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. Notwithstanding the provisions of this Section 2.05, payments on Notes registered in the Security, based upon a 365-day yearname of DTC or its nominee in the form of Global Notes shall be effected in accordance with the Applicable Procedures.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue The payment of principal of or interest at on the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable Notes on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register allocated on the applicable Regular Record Date with respect to the Securities outstandinga pro rata basis among all Outstanding Notes, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment without preference or priority of any interest payable in connection with kind among the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofNotes. (b) Each Final payments in respect of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, any Note (whether upon redemption, repurchase declaration of acceleration or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities ) shall be made in accordance with Article VI hereof. If definitiveonly against presentation and surrender of such Note at the Corporate Trust Office, certificated securities are issuedat the offices of the Trustee and, then subject to any fiscal or other laws and regulations applicable thereto, at the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price specified offices of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any other Paying Agent for such Securityappointed by the Issuer. (c) All computations Payment of the principal of any Note on a relevant Payment Date shall be made to the Person in whose name such Note is registered in the Register at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Payment Date, by U.S. Dollar check drawn on a bank located within the United States and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 15 days prior to such Payment Date. (d) Payments of interest will be made to Holders appearing on the Register at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment of interest on such Note (the “Regular Record Date”), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than 15 calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer to a U.S. Dollar account maintained by the payee with a bank located within the United States but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than 15 calendar days prior to the applicable Interest Payment Date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such interest on the Notes. (e) Final payments in respect of principal, premium, if any, and interest due with respect to any Security Certificated Note on any date of Maturity will be made in immediately available funds upon presentation or surrender of such Note at the Specified Office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. (f) The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer; provided, however, that any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Notes in respect of which such payments are made. (g) If the Payment Date in respect of any Note is not a Business Day at the place in which it is presented for payment, the Holder thereof shall not be madeentitled to payment of the amount due until the next succeeding Business Day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. (h) Notwithstanding anything to the contrary in this Section 2.05, unless otherwise if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, DTC, principal and interest payments on the Note will be made to DTC, as the registered Holder of the Note in accordance with DTC’s applicable procedures. (i) If the Issuer or the Guarantor defaults in a payment of interest on the Notes, the Issuer or the Guarantor will pay the defaulted interest (plus interest on such defaulted interest at the rate specified in Section 4.01 to the Securityextent lawful) in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, based and upon such notice as may be required by such exchange. The Issuer or the Guarantor may pay the defaulted interest to the Persons who are Holders on a 365-day yearsubsequent special record date, which date will be at least five Business Days prior to the payment date of such defaulted interest. The Issuer or the Guarantor will fix or cause to be fixed such special record date and payment date, and, at least 15 days before any such special record date, the Issuer or the Guarantor will deliver to each Holder, with a copy to the Trustee, a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue The payment of principal of or interest at on the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable Notes on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register allocated on the applicable Regular Record Date with respect to the Securities outstandinga pro rata basis among all Outstanding Notes, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment without preference or priority of any interest payable in connection with kind among the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofNotes. (b) Each Final payments in respect of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, any Note (whether upon redemption, repurchase declaration of acceleration or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities ) shall be made in accordance with Article VI hereof. If definitiveonly against presentation and surrender of such Note at the Corporate Trust Office, certificated securities are issuedat the offices of the Trustee and, then subject to any fiscal or other laws and regulations applicable thereto, at the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price specified offices of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any other Paying Agent for such Securityappointed by the Issuer. (c) All computations Payment of the principal of any Note on a relevant Payment Date shall be made to the Person in whose name such Note is registered in the Register at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Payment Date, by U.S. Dollar check drawn on a bank located within the United States and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 15 days prior to such Payment Date. (d) Payments of interest will be made to Holders appearing on the Register at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment of interest on such Note (the ―Regular Record Date‖), (i) in the case of Global Notes, by a Paying Agent by wire transfer of immediately available funds to Holders to an account at a bank located within the United States as designated by each Holder not less than 15 calendar days prior to the applicable payment date, and (ii) in the case of Certificated Notes, by a Paying Agent by mailing a check to the Holder at the address of such Holder; provided, however, that (a) interest payable on any date of Maturity shall be payable to the Person to whom principal shall be payable and (b) the first payment of interest on any Note originally issued between a Regular Record Date for such Note and the succeeding Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date for such Note of the Holder. For any Certificated Note, a Holder of U.S.$1,000,000 or more in aggregate principal amount of Notes may request payment by wire transfer to a U.S. Dollar account maintained by the payee with a bank located within the United States but only if appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note not less than 15 calendar days prior to the applicable Interest Payment Date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such interest on the Notes. (e) Final payments in respect of principal, premium, if any, and interest due with respect to any Security Certificated Note on any date of Maturity will be made in immediately available funds upon presentation or surrender of such Note at the Specified Office of any Paying Agent with respect to that Note and accompanied by wire transfer instructions; provided that the Certificated Note is presented to such Paying Agent in time for such Paying Agent to make such payments in such funds in accordance with its normal procedures. (f) The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer; provided, however, that any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Notes in respect of which such payments are made. (g) If the Payment Date in respect of any Note is not a Business Day at the place in which it is presented for payment, the Holder thereof shall not be madeentitled to payment of the amount due until the next succeeding Business Day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. (h) Notwithstanding anything to the contrary in this Section 2.05, unless otherwise if the Note is a Global Note deposited with a custodian for, and registered in the name of a nominee of, DTC, principal and interest payments on the Note will be made to DTC, as the registered Holder of the Note in accordance with DTC’s applicable procedures. (i) If the Issuer or the Guarantor defaults in a payment of interest on the Notes, the Issuer or the Guarantor will pay the defaulted interest (plus interest on such defaulted interest at the rate specified in Section 4.01 to the Securityextent lawful) in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, based and upon such notice as may be required by such exchange. The Issuer or the Guarantor may pay the defaulted interest to the Persons who are Holders on a 365-day yearsubsequent special record date, which date will be at least five Business Days prior to the payment date of such defaulted interest. The Issuer or the Guarantor will fix or cause to be fixed such special record date and payment date, and, at least 15 days before any such special record date, the Issuer or the Guarantor will deliver to each Holder, with a copy to the Trustee, a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security With respect to each Payment Date, interest on the Notes shall accrue interest from the prior Payment Date (or from the Closing Date in the case of the first Payment Date) to and including the day preceding such Payment Date on the Class A Note Balance or the Class B Note Balance, as applicable, as of the close of business on the day preceding such Payment Date at the rate specified related Note Interest Rate (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) for such Security in Notes, until the Securities Register last day preceding the Final Payment Date and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided herein) until fully paid. Interest shall be due and payable in arrears on each Payment Date Date, with each payment of interest calculated as described above on the Outstanding Aggregate Note Balance of the Notes immediately following the Issue preceding Payment Date for such Securityor on the Closing Date, until if there has not been any preceding Payment Date; provided, that the principal thereof becomes due and payable. Any installment payment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid Class B Notes is subordinate to the Holder in whose name such Security is registered in the Securities Register payment of interest on the applicable Regular Record Date Class A Notes and to certain other payments in accordance with Section 12.02(d). In making any such interest payment, if the interest calculation with respect to the Securities outstandinga Note shall result in a portion of such payment being less than $.01, by electronic deposit to then such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In decreased to the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reasonnearest whole cent, such funds and no subsequent adjustment shall be held made in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofrespect thereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security Note shall be paid payable in full as of installments ending no later than the applicable Stated Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security Note becomes due and payable at an earlier date by acceleration, redemption, repurchase call for redemption or otherwise. Interest All reductions in the principal amount of a Note effected by payments of installments of principal made on each Security any Payment Date shall be due binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Each installment of principal payable on each the Class A Notes shall be in an amount equal to the sum of (i) the Class A Principal Payment Date at Amount, if any, and (ii) the interest rate applicable Additional Class A Principal Distribution Amount, if any, available to such Security for be paid in accordance with the Interest Accrual Period related priorities of Sections 12.02(d) hereof. Each installment of principal payable on the Class B Notes shall be in an amount equal to such Security and such the Class B Principal Payment Date. Notwithstanding any Amount; provided, that the payment of the foregoing provisions with respect Class B Principal Payment Amount shall be subordinate to the payments of principal of and interest on the SecuritiesClass A Notes and to certain other payments in accordance with Section 12.02(d) hereof. The principal payable on the Notes of any Class shall be paid on each Payment Date beginning on the applicable Initial Payment Date and ending on the applicable Final Payment Date, and with respect to all of the Notes of any Class, on a pro rata basis based upon the ratio that the Outstanding Note Balance of a Note bears to the Outstanding Note Balance of all Notes of such Class; provided, however, that if the Securities have become or been declared due and payable following an Event as a result of Defaultsuch proration a portion of such principal would be less than $.01, then payments of such payment shall be increased to the nearest whole cent, and such portion shall be deducted from the next succeeding principal payment. (c) The principal of and interest on the Securities Notes are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the address of such Person as it appears on the Note Register or by wire transfer in immediately available funds to the account specified in writing to the Indenture Trustee by such Registered Holder at least five Business Days prior to the Record Date for the Payment Date on which wire transfers will commence, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Except as set forth in the final sentence of this Section 2.08(c), all payments on the Notes shall be made paid without any requirement of presentment. The Issuer shall notify the Person in whose name a Note is registered at the close of business on the Record Date next preceding the Payment Date on which the Issuer expects that the final installment of principal of such Note will be paid that the Issuer expects that such final installment will be paid on such Payment Date. Such notice shall be mailed no later then the tenth day prior to such Payment Date and shall specify the place where such Note may be surrendered. Funds representing any such checks returned undeliverable shall be held in accordance with Article VI Section 7.15 hereof. If definitive, certificated securities are issued, then Each Noteholder shall surrender its Note to the principal Indenture Trustee prior to payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for final installment of principal of such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such SecurityNote. (cd) All computations Each Noteholder, by acceptance of interest due with respect to any Security its Note, agrees that the Notes shall be madelimited recourse obligations of the Issuer payable solely from the Trust Estate. Each Holder of a Note, unless by acceptance of such Notes, agrees that during the term of this Indenture and for one year and one day after the termination hereof, such Holder and any Affiliate thereof will not file any involuntary petition or otherwise specified in institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Security, based upon a 365-day yearIssuer.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security The Notes shall accrue bear interest on the Outstanding Principal Amount thereof for each applicable Accrual Period at the rate specified Note Interest Rate in effect at the beginning of the related Accrual Period (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) for such Security in Series, until the Securities Register last day preceding the Final Payment Date and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided herein) until fully paid. Interest shall be due and payable in arrears on each Payment Date Date, with each payment of interest calculated as described above on the Outstanding Principal Amount of the Notes immediately following the Issue preceding Payment Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Delivery Date, if there has not been any preceding Payment Date, except that with respect to any Warehouse Fundings occurring since the preceding Payment Date, interest on the related Warehouse Funding Amounts from the related Warehouse Funding Date through the end of the Accrual Period in which such Warehouse Funding occurs shall be paid to the Holder in whose name such Security is registered in the Securities Register on amount of the applicable Regular Record Date First Period Warehouse Interest at the time of such fundings as provided in Section 3.05 hereof. In making any such interest payment, if the interest calculation with respect to the Securities outstandinga Note shall result in a portion of such payment being less than $.01, by electronic deposit to then such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In decreased to the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reasonnearest whole cent, such funds and no subsequent adjustment shall be held made in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofrespect thereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security Note shall be paid payable in full as of installments ending no later than the applicable Stated Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security Note becomes due and payable at an earlier date by declaration of acceleration, redemption, repurchase call for redemption or otherwise. Interest All reductions in the principal amount of a Note effected by payments of installments of principal made on each Security any Payment Date shall be due binding upon all future Holders of such Note and (if any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Each installment of principal payable on the Notes shall be in an amount equal to the Principal Distribution Amount and the Additional Principal Amount, if any available to be paid in accordance with the priorities of Section 12.02(d) hereof. The principal payable on the Notes of each Series, shall be paid on each Payment Date at beginning on the interest rate applicable to such Security for Initial Payment Date and ending on the Interest Accrual Period related to such Security and such applicable Final Payment Date. Notwithstanding any of the foregoing provisions , and with respect to payments all of the Notes of one Series, on a pro rata basis based upon the ratio that the Outstanding Principal Amount of a Note bears to the Outstanding Principal Amount of all Notes of such Series; provided, however, that if as a result of such proration a portion of such principal would be less than $.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment. (c) The principal of and interest on the SecuritiesNotes are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the address of such Person as it appears on the Note Register or by wire transfer in immediately available funds to the account specified in writing to the Indenture Trustee by such Registered Holder at least five Business Days prior to the Record Date for the Payment Date on which wire transfers will commence, if in such coin or currency of the Securities have become or been declared due United States of America as at the time of payment is legal tender for the payment of public and payable following an Event private debts. Except as set forth in the final sentence of Defaultthis Section 2.08(c), then all payments on the Notes shall be paid without any requirement of presentment. The Issuer shall notify the Person in whose name a Note is registered at the close of business on the Record Date next preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest such Note will be paid that the Issuer expects that such final installment will be paid on the Securities such Payment Date. Such notice shall be made mailed no later than the tenth day prior to such Payment Date and shall specify the place where such Note may be surrendered. Funds representing any such checks returned undeliverable shall be held in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security7. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue Principal or interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security any Bond that is caused to be payable, and is punctually paid or duly provided for by the Company on the applicable Payment Date for, at any Stated Maturity shall be paid to the Holder Person in whose name such Security that Bond (or one or more Predecessor Bonds) is registered in at the Securities Register close of business on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to for such Holder’s principal or interest. Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event Bonds of Default, then payments of principal of and interest on the Securities any series shall be made at the Corporate Trust Office of the Trustee or by check or in accordance with Article VI hereofanother manner or manners if so provided in the Series Supplemental Indenture creating the Bonds of such series. If definitive, certificated securities are issued, then the Any principal payment made of or interest on any Security Bond of any series that is payable, but is not punctually paid or duly provided for, at any Stated Maturity of an installment of principal or payment of interest shall forthwith cease to be payable to the Bondholder on the relevant Regular Record Date by virtue of having been such Bondholder to the extent that such defaulted principal or interest may be paid by the Company, at its election in each case, as provided in paragraph (a) or paragraph (b) below: (a) The Company may elect to make payment of all or any Maturity Date portion of such defaulted principal or interest to the Persons in whose names the Bonds of such series (or their respective Predecessor Bonds) in respect of which principal or interest is in default are registered at the Redemption Price close of business on a Special Record Date for the payment of such defaulted principal or interest, which shall be fixed in the Repurchase Price following manner. The Company shall notify the Trustee and the Paying Agent in writing of any Security required the amount of defaulted principal or interest proposed to be redeemed or repurchased, respectively)paid on each Bond of such series and the date of the proposed payment, and any accrued interest thereon, concurrently there shall be deposited with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted principal or interest or there shall be made arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted principal or interest as provided in this paragraph. Thereupon the Trustee shall fix a Special Record Date for the payment of such defaulted principal or interest (together with other amounts payable on with respect to such defaulted principal or interest) which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the Maturity Date, Redemption Date or receipt by the Repurchase Date therefore at the office or agency Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company maintained by and the Security Registrar of such Special Record Date and shall direct the Security Registrar to immediately provide notice of the proposed payment of such defaulted principal or interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Bondholder of a Bond of such series at his address as it for appears in the Security Register, not less than 10 days prior to such purpose Special Record Date. Notice of the proposed payment of such defaulted principal or interest and the Special Record Date therefor having been mailed as aforesaid, such defaulted principal or interest shall be paid to the Persons in whose names the Bonds of such series (or their respective Predecessor Bonds) are registered on such Special Record Date and shall no longer be payable pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Securityfollowing paragraph (b). (cb) All computations The Company may make, or cause to be made, payment of any defaulted principal or interest due (together with other amounts payable with respect to such defaulted interest) in any Security other lawful manner not inconsistent with the requirements of any securities exchange (if any) on which the Bonds in respect of which principal or interest is in default may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this paragraph, such payment shall be madedeemed practicable by the Trustee. Subject to the foregoing provisions of this Section 2.10, unless otherwise specified each Bond delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Bond shall carry the Securityrights to interest accrued and unpaid, based upon a 365-day yearand to accrue, which were carried by such other Bond, and each such Bond shall bear interest from whatever date shall be necessary so that neither gain nor loss in interest shall result from such registration of transfer, exchange or replacement.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security The Notes of each Class of each Series shall accrue bear interest on the unpaid principal amount thereof from and including the related Series Closing Date at the rate specified applicable Note Interest Rate (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) through the day immediately preceding the Initial Payment Date for such Security in Series and thereafter, monthly from and including the Securities Register most recent Payment Date through the day immediately preceding the applicable Payment Date and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of principal or interest from the date such principal or interest became due and payable until fully paid. Interest shall be due and payable in arrears on each Payment Date, with each payment of interest calculated as described above on the unpaid principal amount of the Outstanding Notes of each Class of each Series on the day immediately preceding such Payment Date following or, with respect to interest payable on the Issue Initial Payment Date for such SecuritySeries, until on the principal thereof becomes due and payable. Any installment amount of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company Outstanding Notes on the applicable Payment Date shall be paid to related Series Closing Date; provided, however, that in making any interest payment, if the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date interest calculation with respect to the Securities outstandingany Note shall result in a portion of such payment being less than $.01, by electronic deposit to then such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In decreased to the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reasonnearest whole cent, such funds and no subsequent adjustment shall be held made in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofrespect thereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security Note shall be paid payable in full as of installments ending no later than the Stated Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security Note becomes due and payable at an earlier date by declaration of acceleration or automatic acceleration, redemption, repurchase call for redemption or otherwise. Interest All reductions in the principal amount of any Note effected by payments of installments of principal made on each Security any Payment Date shall be due binding upon all future Holders of such Note, and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Each installment of principal payable on the Notes of each Class of each Series shall be in an amount equal to the Principal Distribution Amount applicable to such Class. The principal payable on the Notes of each Series shall be paid on each Payment Date at beginning on the interest rate applicable Initial Payment Date for such Series and ending on the Final Payment Date for such Series on a pro rata basis based upon the face amount of each Note of each Class of such Series; provided, however, that if as a result of such proration a portion of such principal would be less than $.01, then such payment shall be decreased to such Security for the Interest Accrual Period related to such Security nearest whole cent, and such Payment Date. Notwithstanding any of portion shall be applied to the foregoing provisions with respect to payments of next succeeding principal payment. (c) The principal of and interest on the SecuritiesNotes are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the address of such Person as it appears on the Note Register or, if requested by such Registered Holder, by wire transfer in immediately available funds to the Securities have become account specified in writing to the Trustee by such Registered Holder at least five Business Days prior to the Record Date for the Payment Date on which wire transfers will commence, in such coin or been declared due currency of the United States of America as at the time of payment is legal tender for the payment of public and payable following an Event private debts; provided, however, that the Trustee shall, unless and until otherwise instructed by such Noteholder, pay each initial Noteholder via wire transfer in immediately available funds to the accounts specified, if any, in the related Note Purchase Agreement. All payments on the Notes shall be paid without any requirement of Default, then payments presentment. The Issuer shall notify the Trustee at the close of business on the Record Date next preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest such Note will be paid that the Issuer expects that such final installment will be paid on the Securities such Payment Date. Notice of final payment on any Note shall be made mailed by the Trustee to the Holder of such Note in accordance with Article VI Section 12.04(a) hereof. If definitiveFunds representing any such checks returned undeliverable shall be held in accordance with Section 11.02(o). Upon payment in full of all amounts owed to the Noteholders under the Notes, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (Notes shall be void and the Noteholders shall use reasonable efforts to return their Notes to the Trustee at the Corporate Trust Office for cancellation upon written request of the Trustee or the Redemption Price or Issuer. In the Repurchase Price of any Security required event a Noteholder cannot return its Note to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency Trustee within 60 days following payment in full of the Company maintained by Note, it for shall send the Trustee an affidavit certifying such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Securityloss upon request. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Security Register on the applicable Regular Record Date Date: (i) with respect to the Securities Investment Notes outstanding, by electronic deposit check mailed to such Holder’s Payment Account 's address as it appears in the Securities Security Register on such Regular Record Date, and (ii) with respect to the Money Market Notes outstanding, by crediting the Account of each Holder of a Money Market Note as of the last day of each calendar date month following the Issue Date with additional Money Market Notes in an amount equal to the interest due on the balance maintained in the Account during the preceding calendar month provided that no interest shall accrue for any day in which the balance in an Account is less than $1,000. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date or Redemption Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, Any funds with respect to which such funds checks were issued which remain uncollected shall be held in accordance with Sections 2.4 and Section 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 2.13 hereof. (b) Each of the Securities Investment Notes shall have stated maturities of principal as shall be indicated on in each such Securities or in the Written Confirmation and as set forth in the Securities RegisterSecurity. The principal of each Security Investment Note shall be paid in full as of no later than the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed extended pursuant to Section 2.1(e) 2.1 hereof or such Security Investment Note becomes due and payable at an earlier date by acceleration, redemption, repurchase redemption or otherwise. Interest rates on the Money Market Notes shall be adjusted by the Company on the first and fifteenth day of each calendar month and shall not be less than the average yield of the 91 Day U.S. Treasury Bill over the preceding eight weeks as published by the Federal Reserve Board. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities shall be made in accordance with Article VI 6 hereof. If definitive, certificated securities are issued, then the The principal payment made on any Security Investment Note on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectivelyredeemed), and any accrued interest thereon, shall be payable only upon presentation and surrender of such Investment Note on or after the Maturity Date, Date or Redemption Date or the Repurchase Date therefore therefor at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such SecurityInvestment Note. The principal payment made on any Money Market Note on any Redemption Date and any accrued interest thereon, shall be payable upon no more than 10 Business Days written notice to the Company executed by the Holder or his duly authorized representative on a form acceptable to the Company at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Money Market Notes. All such payments made upon redemption of the Money Market Notes shall be made in U.S. dollars. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day the actual number of days (e.g., 365 or 366) in the applicable year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security The Notes shall accrue bear interest on the outstanding principal amount thereof during each Interest Accrual Period at the rate specified for such Security Note Interest Rate (calculated on the basis of a 360-day year consisting of 12 months of 30 days each except that, in the Securities Register case of the first Interest Accrual Period, the actual number of days in such first Interest Accrual Period (rather than 30 days) shall be used for this purpose) and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest from the date such interest became due and payable until fully paid. Interest shall be due and payable in arrears on each Payment Date following the Issue Date for such SecurityDate, until the principal thereof becomes due and payable. Any installment with each payment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company calculated as described above on the applicable Payment Date shall be paid to aggregate unpaid principal amount of Outstanding Notes. In making any such interest payment, if the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date interest calculation with respect to the Securities outstandinga Note shall result in a portion of such payment being less than $0.01, by electronic deposit to then such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In increased to the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reasonnearest whole cent, such funds and no subsequent adjustment shall be held made in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofrespect thereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security Note shall be paid payable in full as of installments ending no later than the Stated Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security Note becomes due and payable at an earlier date by declaration of acceleration, redemption, repurchase call for redemption or otherwise. Interest All reductions in the principal amount of a Note effected by payments of installments of principal made on each Security any Payment Date shall be due binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Each installment of principal payable on the Notes shall be in an amount equal to the amounts payable under clauses (v) and (vii) of Section 12.02(d) hereof. The principal payable in the foregoing sentence on the Note shall be paid on each Payment Date at in accordance with Section 12.02(d) hereof until the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Final Payment Date. Notwithstanding any All payments of the foregoing provisions principal with respect to payments all of the Notes shall be made on a pro rata basis based upon the ratio that the aggregate principal amount outstanding of a Note bears to the aggregate principal amount of all Outstanding Notes; provided, however, that if as a result of such proration a portion of such principal would be less than $.01, then such payment shall be increased to the nearest whole cent, and such portion shall be deducted from the next succeeding principal payment. (c) The principal of and interest on the SecuritiesNotes are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the address of such Person as it appears on the Note Register or by wire transfer in immediately available funds to the account specified in writing to the Trustee by such Registered Holder at least five Business Days prior to the Record Date for the Payment Date on which wire transfers will commence, if in such coin or currency of the Securities have become or been declared due United States of America as at the time of payment is legal tender for the payment of public and payable following an Event private debts. All payments on the Notes shall be paid without any requirement of Default, then payments presentment (except with respect to the final payment). The Issuer shall notify the Person in whose name a Note is registered at the close of business on the Record Date next preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest such Note will be paid that the Issuer expects that such final installment will be paid on the Securities such Payment Date. Such notice shall be made mailed no later than the fifteenth day prior to such Payment Date and shall specify the place where such Note may be surrendered. Funds representing any such checks returned undeliverable shall be held in accordance with Article VI Section 7.15 hereof. If definitivea Noteholder fails to surrender its Note prior to final payment, certificated securities are issuedsuch Noteholder shall surrender its Note to the Trustee for cancellation within fourteen (14) days after receipt of the final payment. Each Noteholder, then by its acceptance of the principal final payment made on with respect to a Note, will be deemed to have relinquished any Security on further right to receive payments under this Indenture and any Maturity Date (or interest in the Redemption Price or Collateral. Each Noteholder shall indemnify and hold harmless the Repurchase Price of any Security required to be redeemed or repurchasedIssuer, respectively)the Trustee, the Note Insurer, and any accrued interest thereonother Person asserting a claim or against whom a claim is asserted in connection with such Noteholder's failure to tender the Note to the Trustee for cancellation. Such indemnity shall include any liability, cost or expenses (including attorney's fees) that may result from the Noteholder's failure to surrender such Note, and shall be payable on survive the assignment or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency termination of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Securitythis Indenture. (cd) All computations [Reserved]. (e) Other than the Trustee acting pursuant to the direction of interest due with respect to the Controlling Party, each Holder of a Note, by acceptance of its Note, agrees that during the term of this Indenture and for one year and one day after the termination of this Indenture, such Holder and such Holder's Affiliates will not file any Security shall be madeinvoluntary petition against the Issuer or otherwise institute any bankruptcy, unless otherwise specified in reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Security, based upon a 365-day yearIssuer.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security The Notes shall bear interest on the unpaid principal amount thereof at the applicable Note Rate (calculated on the basis of a 360-day year consisting of 12 months of 30 days each), monthly from and including the first day of each Due Period through the last day of such Due Period (except with respect to the Initial Payment Date, from the Closing Date through August 31, 2001) and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of principal or interest (such overdue interest and interest at the applicable Note Rate on such overdue interest, the "Overdue Interest") from the date such principal or interest became due and payable until fully paid. Interest shall be due and payable in arrears on each Payment Date, with each payment of interest calculated as described above on the unpaid principal amount of the Outstanding Notes at the close of business on the Payment Date immediately preceding such Payment Date or, with respect to interest payable on the Initial Payment Date, on the principal amount of the Outstanding Notes on the Closing Date; provided, however, that in making any interest payment, if the interest calculation with respect to any Note shall result in a portion of such payment being less than $.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof. To the extent that there is a shortfall in the amount available to pay the interest owed on the Class A Notes, the amount of interest paid to the holders of each such Class of Class A Notes shall be determined by multiplying the amount available for such distribution by the ratio of the amount of interest (including Overdue Interest) owed on such Class to the amount of interest (including Overdue Interest) owed on all Classes of the Class A Notes (each such amount with respect to each Class, the "Interest Shortfall Payment"). With respect to the Notes of any Class, due but unpaid interest will accrue interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofrelated Note Rate. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security Note shall be paid payable in full as of installments beginning on the Initial Payment Date and ending no later than the Stated Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or Note unless such Security Note becomes due and payable at an earlier date by declaration of acceleration or automatic acceleration, redemption, repurchase call for redemption or otherwise. Interest All reductions in the principal amount of any Note effected by payments of installments of principal made on each Security any Payment Date shall be due binding upon all future Holders of such Note, and payable of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Payments of principal of the Notes of each Class will be made on each Payment Date at in an amount equal to the interest rate applicable sum of (a) the Principal Distribution Amount for such Class and (b) the Supplemental Principal Distribution Amount for such Class (and in the case of the Class A Notes, will be applied to the Notes on a pro rata basis among the Notes of such Security for Class) commencing on the Interest Accrual Period related to such Security and such Initial Payment Date. Notwithstanding any of the foregoing provisions , provided, however, that with respect to the Class A Notes during any time other than a Trigger Event Period, the Class A-2 Notes will not be entitled to any payments of principal until the aggregate principal amount of the Class A-1 Notes has been reduced to zero. The principal payable on the Notes of each Class shall be paid (to the extent payable in accordance with the terms hereof) on each Payment Date beginning on the Initial Payment Date and ending on the Final Payment Date with respect to such Class (and in the case of the Class A Notes, on a pro rata basis within each Class based upon the face amount of each Note of such Class); provided, however, that if as a result of such proration a portion of such principal would be less than $.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment. (c) The principal of and interest on the SecuritiesNotes are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the address of such Person as it appears on the Note Register or, if requested by such Registered Holder, by wire transfer in immediately available funds to the Securities have become account specified in writing to the Trustee by such Registered Holder at least five Business Days prior to the Record Date for the Payment Date on which wire transfers will commence, in such coin or been declared due currency of the United States of America as at the time of payment is legal tender for the payment of public and payable following an Event private debts. All payments on the Notes shall be paid without any requirement of Default, then payments presentment. The Issuer shall notify the Trustee at the close of business on the Record Date next preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest such Note will be paid that the Issuer expects that such final installment will be paid on the Securities such Payment Date. Notice of final payment on any Note shall be made mailed by the Trustee to the Holder of such Note in accordance with Article VI Section 12.06(a) hereof. If definitiveFunds representing any such checks returned undeliverable shall be held in accordance with Section 11.02(o). Upon payment in full of all amounts owed to the Noteholder of any Note, certificated securities are issuedsuch Note shall be void, then and such Noteholder shall use reasonable efforts to return such Note to the principal payment made on any Security on any Maturity Date (Trustee at the Corporate Trust Office for cancellation upon written request of the Trustee or the Redemption Price or Issuer. In the Repurchase Price of any Security required event a Noteholder cannot return its Note to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency Trustee within 60 days following payment in full of the Company maintained by Note, it for shall send the Trustee an affidavit certifying the reason it cannot return such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such SecurityNote upon request. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to All payments of principal of and interest on the SecuritiesNotes of any Series shall be allocated on a pro rata basis among all Notes of such Series Outstanding, if without preference or priority of any kind among the Securities have become or been declared due and payable Notes of such Series. Unless otherwise specified pursuant to Section 2.4., the following an Event of Default, then payments provisions shall apply. (a) Payment of principal of and interest (which term includes any Additional Amounts, unless the context otherwise requires) on the Securities any Payment Date (except for payment at maturity) with respect to any Registered Note of each Series shall be made to the Person in accordance whose name such Note is registered on the Regular Record Date immediately preceding such Payment Date by Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at such Person's address as it appears in the Register, or, in the case of a Holder of at least US$1,000,000 aggregate principal amount of Notes of a Series, by wire transfer to a Dollar account maintained by the payee with Article VI hereofa bank in the United States or Argentina provided that the Holder so elects by giving written notice to such effect designating such account which is received by the Trustee as a Paying Agent no later than the Regular Record Date immediately preceding such Payment Date. If definitiveUnless revoked in writing, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. The Issuer shall pay any reasonable administrative costs in connection with making any such payments. Payments of principal and interest at maturity in respect of any Registered Note of each Series (whether upon redemption, acceleration or the Maturity Date) will be made only against presentation and surrender of such Note at the Corporate Trust Office and, subject to any fiscal or other laws and regulations applicable thereto, at the specified offices of any other Paying Agent appointed by the Issuer. (b) Subject to applicable laws and regulations, any installment of principal of and interest (which term includes any Additional Amounts, unless the context otherwise requires) on a Permanent Global Bearer Note of each Series or certificated securities are issuedBearer Notes of each Series will be payable on each Payment Date (except for payment at maturity) against presentation to and endorsement of such Permanent Global Bearer Note by the Common Depositary or presentation of the relevant coupons and, then in the case of final interest and principal payments (whether upon redemption, acceleration or on the Maturity Date), the surrender of the Permanent Global Bearer Note or the certificated Bearer Notes at the office of a Paying Agent located outside the United States as the Issuer may appoint for the purpose. A record of each payment made on a Permanent Global Bearer Note of a Series, distinguishing between any Security payment of principal and any payment of interest, will be made on any Maturity Date (or such Permanent Global Bearer Note by the Redemption Price or Paying Agent to which such Permanent Global Bearer Note is presented for the Repurchase Price purpose of any Security required to be redeemed or repurchased, respectively)making such payment, and any accrued interest thereon, such record shall be payable on or after prima facie evidence that the Maturity Datepayment in question has been made. (c) Any payment in respect of a Bearer Note will be made by check (or, Redemption Date or if such Bearer Note is a Global Bearer Note, by transfer to an account maintained by the Repurchase Date therefore Holder thereof). No payment will be made in respect of the Bearer Notes at the an office or agency of the Company Issuer in the United States and no check in payment thereof which is mailed shall be mailed to an address in the United States, nor shall any transfer made in lieu of payment by check be made to an account maintained by it the payee with a bank in the United States. Notwithstanding the foregoing, such payments may be made at an office or agency located in the United States if payment of the full amount so payable at each office of each Paying Agent and each other office outside the United States appointed and maintained for such the purpose pursuant to Section 2.3 hereof the Indenture is illegal or at is effectively precluded because of the office imposition of any Paying Agent for exchange controls or similar restrictions on the full payment or receipt of such Securityamounts in Dollars. (cd) All computations Unless otherwise specified pursuant to Section 2.4., in the event of interest due with any foreign exchange restriction or prohibition in Argentina, any and all payments in respect to any Security of the Notes shall be made, unless to the extent permitted by such restriction or prohibition, in Dollars through (i) the sale of Bonex or of any other public or private bond issued in Dollars in Argentina or (ii) any other legal mechanism for the acquisition of Dollars in any exchange market. All costs, including any taxes, relative to such operations to obtain Dollars shall be borne by the Issuer. The Trustee shall have no obligation under this paragraph to acquire Dollars in the event of any foreign exchange restriction or prohibition in Argentina. (e) Unless otherwise specified pursuant to Section 2.4., if the date for payment on any amount in respect of any Note is not a Business Day at any place of payment, the Holder thereof shall not be entitled to payment until the next following Business Day in the Securityrelevant place and shall not be entitled to further interest or other payment in respect of such delay. (f) All reductions in the principal amount of a Note (or one or more predecessor Notes) effected by partial payments or installments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, based whether or not such payment is noted on such Note. (g) In case a Bearer Note of any Series is surrendered in exchange for a Registered Note of such Series after the close of business (at an office or agency of one of the Paying Agents for such Series) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Payment Date, such Bearer Note shall be surrendered without the coupon relating to such Payment Date and interest will not be payable on such Payment Date in respect of the Registered Note issued in exchange for such Bearer Note, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. (h) Any interest on any Note of any Series that is payable but is not punctually paid or duly provided for on any Payment Date for such Series (herein called "Defaulted Interest") shall, if such Note is a Registered Note, forthwith cease to be payable to the Registered Holder on the relevant Regular Record Date by virtue of his having been such a Registered Holder, and such Defaulted Interest may be paid by the Issuer at its election in each case, as provided in clause (1) or (2) below: (1) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names such Registered Notes are registered at the close of business on a Special Record Date (the "Special Record Date") for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Registered Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of first-class postage prepaid, to the Holders of such Registered Notes at their addresses as they appear in the Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Registered Notes are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). (2) The Issuer may make payment of any Defaulted Interest on any Registered Note in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Registered Notes may be listed, and upon a 365-day yearsuch notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee, of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee in its sole discretion. (i) Any Defaulted Interest payable in respect of Bearer Notes shall be payable pursuant to such procedures as may be satisfactory to the Trustee in its sole discretion in such manner that there is no discrimination between the Holders of Registered Notes (if any) and Bearer Notes, and notice of the payment date therefor shall be given by the Trustee, in the name and at the expense of the Issuer, in the manner provided in Section 11.4. not more than 25 days and not less than 20 days prior to the date of the proposed payment. (j) Subject to the foregoing provisions of this Section 2.8., each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Note.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities shall be made in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore therefor at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security Unless otherwise specified in the applicable Supplement, for each applicable Accrual Period, the Notes of each Series shall accrue interest on the Outstanding Principal Amount thereof (as of the first day of the related Accrual Period) from and including the first day to and including the last day of such Accrual Period at the rate specified for such Security in related Note Interest Rate and using the Securities Register and such interest related Interest Calculation Convention. Interest shall be due and payable in arrears on each Payment Date Date, with each payment of interest calculated as described above on the Outstanding Principal Amount of the Notes immediately following the Issue making of payments on the preceding Payment Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Delivery Date, if there has not been a preceding Payment Date shall be paid to Date. In making any such interest payment, if the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date interest calculation with respect to the Securities outstandinga Note shall result in a portion of such payment being less than $0.01, by electronic deposit to then such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In decreased to the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reasonnearest whole cent, such funds and no subsequent adjustment shall be held made in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofrespect thereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security Note shall be paid payable in full as of installments ending no later than the applicable Stated Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security Note becomes due and payable at an earlier date by declaration of acceleration, redemption, repurchase call for redemption or otherwise. Interest All reductions in the principal amount of a Note effected by payments of installments of principal made on each Security any Payment Date shall be due binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Each installment of principal payable on each Payment Date at the interest rate applicable Notes shall be in an amount equal to such Security for the Interest Accrual Period related to such Security Principal Distribution Amount and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the SecuritiesAdditional Principal Amount, if the Securities have become or been declared due and payable following an Event of Defaultany, then payments of principal of and interest on the Securities shall available to be made paid in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price priorities of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.Sections 12.02

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security The Notes of each Class shall accrue interest during each Interest Accrual Period, on the outstanding principal amount thereof after giving effect to all payments of principal made on the Payment Date relating to the immediately preceding Interest Accrual Period, at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as Note Interest Rate specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise2.3. Interest on each Security the Notes shall be due and payable on each Payment Date immediately following the related Interest Accrual Period; provided, however, that payment of interest on the Class A Notes is subordinated to the payment on each Payment Date of other amounts in accordance with the Priority of Payments, and that payment of interest on each Class of Notes is subordinated to the payment on each Payment Date of the interest due and payable on each Class of Notes with an earlier alphabetical designation (including Deferred Interest and Default Interest, if any) and other amounts in accordance with the Priority of Payments. So long as any Class of Notes with an earlier alphabetical designation is Outstanding, any payment of interest due on the Class C Notes, Class D Notes, Class E Notes, Class F Notes, Class G Notes, Class H Notes, Class J Notes or Class K Notes which is not available to be paid in accordance with the Priority of Payments on any Payment Date shall not be considered “due and payable” for the purposes of Section 5.1(a) (and the failure to pay such interest shall not be an Event of Default) but shall instead be deferred until the Payment Date on which such interest is available to be paid in accordance with the Priority of Payments (such deferred interest, “Deferred Interest”), shall bear interest, compounded monthly, at the interest rate applicable related Note Interest Rate and shall be payable on the first Payment Date on which funds are permitted to be used for such purpose in accordance with the Priority of Payments. Interest will cease to accrue on each Note or, in the case of a partial repayment, on such part, from the date of repayment or Stated Maturity unless payment of principal is improperly withheld or unless a Default occurs with respect to such Security for payments of principal. To the extent lawful and enforceable, Default Interest Accrual Period related shall bear interest at the applicable Note Interest Rate, compounded monthly, until paid as provided herein. (b) Each Class of Notes will mature on its Maturity Date unless repaid prior thereto. Subject to Section 2.7(k) below, the Issuer is required to repay the Notes in full, to the extent not previously repaid, on their Maturity Date. (c) On each Payment Date, payments of principal will be made on the Notes as provided in Section 11.1(b) of this Indenture. Any payment of principal of the Notes of a Class will be made by the Trustee on a pro rata basis among the Holders of such Class of Notes according to the respective unpaid principal amounts thereof Outstanding immediately prior to such Security payment. (d) As a condition to the payment of principal of and interest on any Note without the imposition of U.S. withholding tax, the Co-Issuers shall require certification acceptable to them to enable the Issuer, the Co-Issuer, as applicable, the Trustee and any Paying Agent to determine their duties and liabilities with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of such Note under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. (e) Payments in respect of interest on and principal of the Global Notes shall be payable by wire transfer in immediately available funds to a Dollar account maintained by DTC or its nominee or, if a wire transfer cannot be effected, by a Dollar check in immediately available funds delivered to DTC or its nominee. Payments in respect of the Definitive Notes shall be payable by wire transfer in immediately available funds to a Dollar account maintained by each Noteholder in accordance with wire transfer instructions received by any Paying Agent on or before the Record Date or, if no wire transfer instructions are received by a Paying Agent, by a Dollar check drawn on a bank in the United States mailed to the address of such Noteholder as it appears on the Note Register at the close of business on the Record Date for such payment. The Co-Issuers expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note held by DTC or its nominee, will immediately credit the applicable Agent Members’ accounts with payments in amounts proportionate to the respective beneficial interests in such Global Note as shown on the records of DTC or its nominee. Upon final payment due on the Maturity of a Note, the Holder thereof shall present and surrender such Note at the Corporate Trust Office of the Trustee or at the office of any Paying Agent on or prior to such Maturity; provided, however, that if there is delivered to the Co-Issuers and the Trustee such security or indemnity as may be required by them to save each of them harmless and an undertaking thereafter to surrender such certificate, then, in the absence of notice to the Co-Issuers, the Issuer or the Trustee that the applicable Note has been acquired by a bona fide purchaser, such final payment shall be made without presentation or surrender. None of the Co-Issuers, the Trustee nor any Paying Agent will have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Regulation S Global Note or a Rule 144A Global Note. In the case where any final payment of principal and interest is to be made on any Note (other than on the Maturity Date or any Redemption Date, in respect of which notice shall be given as provided in Article 9 thereof) the Co-Issuers or, upon Issuer Request, the Trustee, in the name and at the expense of the Co-Issuers shall, not more than 30 nor less than 10 days prior to the date on which such payment is to be made, mail to the Persons entitled thereto at their addresses appearing on the Note Register, a notice which shall state the date on which such payment will be made, the amount of such payment per $1,000 initial principal amount of Notes and shall specify the place where such Notes may be presented and surrendered for such payment. (f) Subject to the provisions of Sections 2.7(a) and (b) hereof, the Holders of Notes of each Class as of the Record Date in respect of a Payment Date shall be entitled to the interest accrued and payable in accordance with the Priority of Payments and principal payable in accordance with the Priority of Payments on such Payment Date. All such payments that are mailed or wired and returned to the Paying Agent shall be held for payment as herein provided at the office or agency of the Co-Issuers to be maintained as provided in Section 7.2. (g) Interest on any Note which is payable, and is punctually paid or duly provided for, on any Payment Date shall be paid to the Person in whose name that Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest. (h) Payment of any Default Interest may be made in any other lawful manner in accordance with the priorities set forth in Sections 11.1(a) and (b) hereof if notice of such payment is given by the Trustee to the Co-Issuers and the Noteholders, and such manner of payment shall be deemed practicable by the Trustee. (i) Interest accrued with respect to each Class of Notes shall be calculated on the basis of: (i) in the case of the Floating Rate Notes, a 360-day year and the actual number of days elapsed in each Interest Accrual Period and (ii) in the case of the Fixed Rate Notes, a 360-day year consisting of twelve 30-day months. (j) All reductions in the principal amount of a Note (or one or more predecessor Notes) effected by payments of installments of principal made on any Payment or Redemption Date shall be binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. (k) Notwithstanding any provisions in this Indenture to the contrary, the obligations of the Co-Issuers under the Notes and this Indenture, are limited recourse obligations of the Co-Issuers payable solely from the Collateral and following realization of the Collateral, all obligations of and any claims against either or both of the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Notes or in respect of any other obligation of the Co-Issuers hereunder or arising in connection herewith against any Officer, director, employee, member, partner, stockholder, shareholder or incorporator of the Co-Issuers, the Noteholders, the Collateral Manager, the Trustee, the Collateral Administrator, the Initial Purchasers, any party to the Asset Transfer Agreements, their respective Affiliates or any of their successors or assigns for any amounts payable under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph (k) shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or any Hedge Agreement or secured by this Indenture until such Collateral has been realized, whereupon any outstanding indebtedness or obligation shall be extinguished and shall not thereafter revive. It is further understood that the foregoing provisions of this paragraph (k) shall not limit the right of any Person to name the Issuer or the Co-Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or any Hedge Agreement or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity. (l) Subject to the foregoing provisions of this Section 2.7, each Note delivered under this Indenture and upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights of unpaid interest and principal that were carried by such other Note. (m) Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the SecuritiesNotes, if the Securities Notes have become or been declared due and payable following an Event of DefaultDefault and such acceleration of maturity and its consequences have not been rescinded and annulled and the provisions of Section 5.5 are not applicable, then payments of principal of and interest on the Securities such Notes shall be made in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security5.7. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue interest at Except as otherwise provided herein for the rate specified for such Security in redemption of the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such SecurityNotes, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security of or interest on the Notes shall be allocated on a Maturity Date shall be payable as provided below. In pro rata basis among all Outstanding Notes, without preference or priority of any kind among the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofNotes. (b) Each Final payments in respect of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, any Note (whether upon redemption, repurchase declaration of acceleration or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities ) shall be made in accordance with Article VI hereof. If definitiveonly against presentation and surrender of such Note at the Corporate Trust Office, certificated securities are issuedat the offices of the Trustee and, then subject to any fiscal or other laws and regulations applicable thereto, at the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price specified offices of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any other Paying Agent for such Securityappointed by the Company. (c) All computations Payment of the principal of any Note on a relevant Payment Date shall be made to the Person in whose name such Note is registered in the Register at the close of business on the seventeenth day (whether or not a Business Day) immediately preceding such Payment Date, by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 17 days prior to such Payment Date. (d) Payment of interest due on each Interest Payment Date with respect to any Security Note shall be mademade to the Person in whose name such Note is registered on the Record Date immediately preceding such Interest Payment Date by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, unless otherwise specified or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that the Holder so elects by giving written notice to such effect designating such account, which is received by the Trustee or a Paying Agent no later than the Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note shall remain in effect with respect to any future payments with respect to such Note payable to such Holder. The Company shall pay any administrative costs imposed by banks in connection with making payments by wire transfer. If the Payment Date in respect of any Note is not a Business Day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding Business Day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. Notwithstanding the provisions of this Section 2.05, payments on Notes registered in the Security, based upon a 365-day yearname of DTC or its nominee shall be effected in accordance with the Applicable Procedures.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue Principal or interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security any Bond that is caused to be payable, and punctually paid or duly provided for by the Company on the applicable Payment Date for, at any Stated Maturity shall be paid to the Holder Person in whose name such Security that Bond (or one or more Predecessor Bonds) is registered in at the Securities Register close of business on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to for such Holder’s principal or interest. Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the Securities, if the Securities have become or been declared due and payable following an Event Bonds of Default, then payments of principal of and interest on the Securities any series shall be made at the Place of Payment (or, if such office is not in accordance with Article VI hereof. If definitivethe Borough of Manhattan, certificated securities are issuedthe City of New York, then the principal payment made on any Security on any Maturity Date (at either such office or the Redemption Price or the Repurchase Price of any Security required an office to be redeemed or repurchased, respectivelymaintained in such Borough), and any accrued interest thereonor by check or in another manner or manners if so provided in the Series Supplemental Indenture creating the Bonds of such series, except for the final installment of principal payable with respect to a Bond, which shall be payable as provided in Section 7.4 (in the case of Bonds redeemed or prepaid) or payable upon presentation and surrender of such Bond at the Place of Payment. Any principal of or interest on any Bond of any series that is payable, but is not punctually paid or duly provided for, at any Stated Maturity of an installment of principal or payment of interest shall forthwith cease to be payable to the Holder on the relevant Regular Record Date and such defaulted principal or interest may be paid by the Company, at its election in each case, as provided in paragraph (a) or paragraph (b) below: (a) The Company may elect to make payment of all or any portion of such defaulted principal or interest to the Persons in whose names the Bonds of such series (or their respective Predecessor Bonds) in respect of which principal or interest is in default are registered at the close of business on a Special Record Date for the payment of such defaulted principal or interest, which shall be fixed in the following manner. The Company shall notify the Trustee and the Paying Agent in writing of the amount of defaulted principal or interest proposed to be paid on each Bond of such series and the date of the proposed payment, and concurrently there shall be deposited with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted principal or interest or there shall be made arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted principal or interest as provided in this paragraph. Thereupon, the Trustee shall fix a Special Record Date for the payment of such defaulted principal or interest (together with other amounts payable with respect to such defaulted principal or interest) which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the Maturity Datereceipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company and the Security Registrar of such Special Record Date and, Redemption Date or in the Repurchase Date therefore name and at the office or agency expense of the Company maintained by Company, shall cause notice of the proposed payment of such defaulted principal or interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder of a Bond of such series at his address as it for appears in the Security Register, not less than 10 days prior to such purpose Special Record Date. Notice of the proposed payment of such defaulted principal or interest and the Special Record Date therefor having been mailed as aforesaid, such defaulted principal or interest shall be paid to the Persons in whose names the Bonds of such series (or their respective Predecessor Bonds) are registered on such Special Record Date and shall no longer be payable pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Securityfollowing paragraph (b). (cb) All computations The Company may make, or cause to be made, payment of any defaulted principal or interest due (together with other amounts payable with respect to such defaulted interest) in any Security other lawful manner not inconsistent with the requirements of any securities exchange on which the Bonds in respect of which principal or interest is in default may be listed, and, upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this paragraph, such payment shall be madedeemed practicable by the Trustee. Subject to the foregoing provisions of this Section 2.10, unless otherwise specified each Bond delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Bond shall carry the Securityrights to interest accrued and unpaid, based upon a 365-day yearand to accrue, which were carried by such other Bond.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue Principal of or interest at the rate specified for such Security in the Securities Register on any Amortizing Bond which is payable, and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company for, on the applicable any Payment Date shall be paid to the Holder Person in whose name such Security Amortizing Bond (or one or more Predecessor Securities) is registered in at the Securities Register close of business on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to for such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereofinterest. Any installment principal of or interest on any Amortizing Bond which is payable, but is not punctually paid or duly provided for, on any Payment Date shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such overdue principal or interest and (to the extent lawful) interest on such overdue principal or interest in each case at the rate borne by the Amortizing Bonds (such overdue principal and interest on such overdue principal herein collectively called “Defaulted Principal” and such overdue interest and interest on such overdue interest herein collectively called “Defaulted Interest”) may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Principal or Defaulted Interest (as the case may be) to the Persons in whose names the Amortizing Bonds (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Principal or Defaulted Interest, which shall be payable fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Principal or Defaulted Interest (as the case may be) proposed to be paid on each Amortizing Bond and the date of the proposed payment, and at the same time the Company shall Table of Contents deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Principal or Defaulted Interest (as the case may be) or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Principal or Defaulted Interest (as the case may be) as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Principal or Defaulted Interest (as the case may be) which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Principal or Defaulted Interest (as the case may be) and the Special Record Date therefor to be given in the manner provided for in Section 1.6, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Principal or Defaulted Interest (as the case may be) and the Special Record Date therefor having been so given, such Defaulted Principal or Defaulted Interest (as the case may be) shall be paid to the Holders as specified Persons in Section 2.10 hereofwhose names the Amortizing Bonds (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). (b2) Each The Company may make payment of any Defaulted Principal or Defaulted Interest (as the case may be) in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Amortizing Bonds may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the Securities shall have stated maturities proposed payment pursuant to this clause, such manner of principal as payment shall be indicated on such Securities or in deemed practicable by the Written Confirmation and as set forth in the Securities RegisterTrustee. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant Subject to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect of this Section, each Amortizing Bond delivered under this Supplemental Indenture upon registration of transfer of or in exchange for or in lieu of any other Amortizing Bond shall carry the rights to payments of unpaid principal of and interest on the Securities, if the Securities have become or been declared due accrued and payable following an Event of Default, then payments of principal of and interest on the Securities shall be made in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively)unpaid, and any accrued interest thereonto accrue, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained which were carried by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Securityother Amortizing Bond. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security The Notes shall accrue bear interest on the unpaid principal amount thereof from and including the Closing Date at the rate specified for such Security in applicable Note Interest Rate (calculated on the Securities Register basis of a 360-day year and the actual number of days elapsed when the Note Interest Rate is a floating rate, and calculated on the basis of a 360-day year consisting of 12 months of 30 days each when the Note Interest Rate is a fixed rate) through the day immediately preceding the Initial Payment Date and thereafter, monthly from and including the most recent Payment Date through and including the day immediately preceding the next Payment Date, and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided herein) until fully paid. Interest shall be due and payable in arrears on each Payment Date, with each payment of interest calculated as described above on the unpaid principal amount of the Outstanding Notes on the immediately preceding Payment Date following (after the Issue Date for distributions on the Notes on such Securitydate) or, until the principal thereof becomes due and payable. Any installment of with respect to interest payable on a Security that is caused to be punctually paid or duly provided for by the Company Initial Payment Date, on the applicable Payment Date shall be paid to principal amount of the Holder in whose name such Security is registered in the Securities Register Outstanding Notes on the applicable Regular Record Date Delivery Date; provided, however, that in making any interest payment, if the interest calculation with respect to the Securities outstandingany Note shall result in a portion of such payment being less than $.01, by electronic deposit to then such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In decreased to the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reasonnearest whole cent, such funds and no subsequent adjustment shall be held made in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofrespect thereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security Note shall be paid payable in full as of installments ending no later than the Stated Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security Note becomes due and payable at an earlier date by declaration of acceleration, redemption, repurchase call for redemption or otherwise. Interest All reductions in the principal amount of any Note effected by payments of installments of principal made on each Security any Payment Date shall be due binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Each installment of principal payable on the Notes shall be in an amount equal to the Principal Distribution Amount. The principal payable on the Notes shall be paid on each Payment Date at beginning on the interest rate applicable to such Security Initial Payment Date and ending on the Final Payment Date for the Interest Accrual Period related Notes on a pro rata basis based upon the face amount of each Note; provided, however, that if as a result of such proration a portion of such principal would be less than $.01, then such payment shall be decreased to such Security the nearest whole cent, and such Payment Date. Notwithstanding any of portion shall be applied to the foregoing provisions with respect to payments of next succeeding principal payment. (c) The principal of and interest on the SecuritiesNotes are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the address of such Person as it appears on the Note Register or, if requested by such Registered Holder who holds Notes in an aggregate principal amount greater than $500,000, by wire transfer in immediately available funds to the Securities have become account specified in writing to the Trustee by such Registered Holder at least five Business Days prior to the Record Date for the Payment Date on which wire transfers will commence, in such coin or been declared due currency of the United States of America as at the time of payment is legal tender for the payment of public and payable following an Event private debts. Except as set forth in the final sentence of Defaultthis Section 3.07(c), then all payments on the Notes shall be paid without any requirement of presentment. The Issuer shall notify the Trustee at the close of business on the Record Date next preceding the Payment Date on which the Issuer expects that the final installment of principal of such Note will be paid that the Issuer expects that such final installment will be paid on such Payment Date. In addition, the Issuer shall specify the place or places where any Note may be presented and interest surrendered for final payment. Notice of final payment on the Securities any Note shall be made mailed by the Trustee to the Holder of such Note in accordance with Article VI Section 12.05(a) hereof. If definitive, certificated securities are issued, then the principal payment made on Funds representing any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, such checks returned undeliverable shall be payable on or after held in accordance with Section 11.02(o). Each Noteholder shall surrender its Note to the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency Trustee prior to payment of the Company maintained by it for final installment of principal of such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such SecurityNote. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security Unless otherwise specified in the applicable Supplement, for each applicable Accrual Period, the Notes of each Series shall accrue interest on the Outstanding Principal Amount thereof and on any interest accrued in a prior accrual period but remaining unpaid (as of the first day of the related Accrual Period) from and including the first day to and including the last day of such Accrual Period at the rate specified for such Security in related Note Interest Rate and using the Securities Register and such interest related Interest Calculation Convention. Interest shall be due and payable in arrears on each Payment Date Date, with each payment of interest calculated as described above on the Outstanding Principal Amount of the Notes immediately following the Issue making of payments on the preceding Payment Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Delivery Date, if there has not been a preceding Payment Date shall be paid to Date. In making any such interest payment, if the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date interest calculation with respect to the Securities outstandinga Note shall result in a portion of such payment being less than $0.01, by electronic deposit to then such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In decreased to the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reasonnearest whole cent, such funds and no subsequent adjustment shall be held made in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for shall be payable in the manner and to the Holders as specified in Section 2.10 hereofrespect thereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security Note shall be paid payable in full as of installments ending no later than the applicable Stated Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security Note becomes due and payable at an earlier date by declaration of acceleration, redemption, repurchase call for redemption or otherwise. Interest on each Security shall be Prior to the Stated Maturity Date for a Series of Notes, the installment of principal due and payable on such Series of Notes shall be an amount equal to the Principal Distribution Amount and the Additional Principal Amount, if any, computed for such Payment Date, but only to the extent there are funds available to be paid in accordance with the priorities of Sections 12.02(d) or 6.08 hereof. Unless otherwise specified in an applicable Supplement, installments of principal due and payable on the Notes of each Series shall be paid beginning on the applicable Initial Payment Date and ending on the applicable Final Payment Date, and with respect to all of the Notes within a Series, on a pro rata basis based upon the ratio that the Outstanding Principal Amount of a Note bears to the Outstanding Principal Amount of all Notes of such Series; provided, that if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be increased to the nearest whole cent, and such portion shall be deducted from the next succeeding principal payment. All reductions in the principal amount of a Note effected by payments of installments of principal made on any Payment Date shall be binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. (c) The principal of and interest on the Notes are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the interest rate applicable address of such Person as it appears on the Note Register except that such payment shall be by wire transfer in immediately available funds to the account specified in the Note Purchase Agreement (or such Security alternative account specified in writing to the Indenture Trustee by any Registered Holder at least five Business Days prior to the Record Date for the Interest Accrual Period related to Payment Date on which wire transfers will commence), in such Security coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. All payments on the Notes shall be paid without any requirement of presentment. The Issuer shall notify the Person in whose name a Note is registered at the close of business on the Record Date next preceding the Payment Date on which the Issuer expects that the final installment of principal of such Note will be paid that the Issuer expects that such final installment will be paid on such Payment Date. Such notice shall be mailed no later than the tenth day prior to such Payment Date and shall specify the place where such Note may be surrendered. Funds representing any such checks returned undeliverable shall be held in accordance with Section 7.16 hereof. Each Noteholder shall surrender its Note to the Indenture Trustee prior to payment of the final installment of principal of such Note. Each Holder of Notes does by its acceptance of a Note agree to indemnify the Indenture Trustee and the Issuer against any liability, cost or expenses (including attorneys' fees) that may result if such Noteholder fails to so deliver such Note. (d) Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the SecuritiesNotes, if the Securities Notes have become or been declared due and payable following an Event of DefaultDefault and such acceleration of maturity and its consequences have not been rescinded and annulled, then payments of principal of and interest on the Securities such Notes shall be made in accordance with Article VI Section 6.08 hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security shall accrue Any principal of or interest at the rate specified for such Security in the Securities Register and such interest shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable. Any installment any Bond of interest payable on a Security any Series that is caused to be punctually paid or duly provided for by the Company on the applicable Payment Date shall be paid to the Holder in whose name such Security payable, but is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below. In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided for, on any scheduled Payment Date of an installment of principal or payment of interest shall forthwith cease to be payable to the Holder on the relevant Regular Record Date and such defaulted principal or interest may be paid by the Issuer, at its election in each case, as provided in paragraph (a) or paragraph (b) below: (a) The Issuer may elect to make payment of all or any portion of such defaulted principal or interest to the Persons in whose names the Bonds of such Series (or their respective predecessor Bonds) in respect of which principal or interest is in default are registered at the close of business on a Special Record Date (such date, a "Special Record Date") for the payment of such defaulted principal or interest, which shall be payable fixed in the manner following manner. The Issuer shall notify the Bond Trustee and the Paying Agent in writing of the amount of defaulted principal or interest proposed to be paid on each Bond of such Series and the date of the proposed payment, and concurrently there shall be deposited with the Bond Trustee an amount of money equal to the Holders aggregate amount proposed to be paid in respect of such defaulted principal or interest or there shall be made arrangements acknowledged by the Bond Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted principal or interest as specified provided in Section 2.10 hereof.this paragraph. Thereupon, the Bond Trustee shall fix a Special Record Date for the payment of such defaulted principal or interest (together with other amounts payable with respect to such defaulted principal or interest) which shall not be more than fifteen (15) nor less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt by the Bond Trustee of the notice of the proposed payment. The Bond Trustee shall promptly notify the Issuer and the Registrar of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such defaulted principal or interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder (b) Each The Issuer may make, or cause to be made, payment of any defaulted principal or interest (together with other amounts payable with respect to such defaulted interest) in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Bonds in respect of which principal or interest is in default may be listed, and, upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Bond Trustee of the Securities shall have stated maturities of principal as proposed payment pursuant to this paragraph, such payment shall be indicated on such Securities or in deemed reasonable by the Written Confirmation and as set forth in the Securities RegisterBond Trustee. The principal of each Security shall be paid in full as of the Maturity Date thereof pursuant Subject to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal this Section 2.14, each Bond delivered under this Indenture upon registration of and interest on the Securities, if the Securities have become transfer of or been declared due and payable following an Event of Default, then payments of principal of and interest on the Securities shall be made in accordance with Article VI hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (exchange for or the Redemption Price or the Repurchase Price in lieu of any Security required other Bond shall carry the rights to be redeemed or repurchased, respectively)interest accrued and unpaid, and any accrued interest thereonto accrue, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained which were carried by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Securityother Bond. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.

Payment of Principal and Interest; Principal and Interest Rights Preserved. (a) Each Security Unless otherwise specified in the applicable Supplement, for each applicable Accrual Period, the Notes of each Series shall accrue interest on the Outstanding Principal Amount thereof (as of the first day of the related Accrual Period) from and including the first day to and including the last day of such Accrual Period at the rate specified for such Security in related Note Interest Rate and using the Securities Register and such related Interest Calculation Convention. Accrued interest shall be due and payable in arrears on each Payment Date Date, with each payment of interest calculated as described above on the Outstanding Principal Amount of the Notes immediately following the Issue making of payments on the preceding Payment Date for such Security, until the principal thereof becomes due and payable. Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the applicable Delivery Date, if there has not been a preceding Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the applicable Regular Record Date with respect to the Securities outstandingDate; provided, by electronic deposit to such Holder’s Payment Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection with however, that the payment of any interest on the Class B Notes is subordinate to the payment of interest and principal payable with respect on the Class A Notes and to such Security on a Maturity Date shall be payable as provided below. In the event any certain other payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such funds shall be held in accordance with Sections 2.4 6.08 and 8.3 12.02(d) hereof. Any installment In making any such interest payment, if the interest calculation with respect to a Note shall result in a portion of interest not punctually paid or duly provided for such payment being less than $0.01, then such payment shall be payable in the manner and decreased to the Holders as specified nearest whole cent, and no subsequent adjustment shall be made in Section 2.10 hereofrespect thereof. (b) Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written Confirmation and as set forth in the Securities Register. The principal of each Security Note shall be paid payable in full as of installments ending no later than the applicable Stated Maturity Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such Security Note becomes due and payable at an earlier date by declaration of acceleration, redemption, repurchase call for redemption or otherwise. Interest All reductions in the principal amount of a Note effected by payments of installments of principal made on each Security any Payment Date shall be due binding upon all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Each installment of principal payable on the Class A Notes shall be in an amount equal to the Class A Principal Distribution Amount and the Additional Principal Amount, if any, available to be paid in accordance with the priorities of Sections 6.08 and 12.02(d) hereof. Each installment of principal payable on the Class B Notes shall be in an amount equal to the Class B Principal Distribution Amount available to be paid in accordance with the priorities of Sections 6.08 and 12.02(d) hereof. All payments of the Class B Principal Distribution Amount shall be subordinate to the payments of principal and interest on the Class A Notes and to certain other payments in accordance with Sections 6.08 and 12.02(d) hereof. The principal payable on the Notes of the Class of each Series shall be paid in accordance with the terms of the applicable Supplement or, if not specified therein, then on each Payment Date beginning on the applicable Initial Payment Date and ending on the applicable Final Payment Date, and with respect to all of the Notes of the Class of a Series, on a pro rata basis based upon the ratio that the Outstanding Principal Amount of a Note bears to the Outstanding Principal Amount of all Notes of such Class of a Series; provided, that if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be increased to the nearest whole cent, and such portion shall be deducted from the next succeeding principal payment. (c) The principal of and interest on the Notes are payable by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the interest rate applicable address of such Person as it appears on the Note Register except that such payment shall be by wire transfer in immediately available funds to the account specified in the Note Purchase Agreement (or such Security alternative account specified in writing to the Indenture Trustee by any Registered Holder at least five Business Days prior to the Record Date for the Interest Accrual Period related to Payment Date on which wire transfers will commence), in such Security coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. All payments on the Notes shall be paid without any requirement of presentment. The Issuer shall notify the Person in whose name a Note is registered at the close of business on the Record Date next preceding the Payment Date on which the Issuer expects that the final installment of principal of such Note will be paid that the Issuer expects that such final installment will be paid on such Payment Date. Such notice shall be mailed no later than the tenth day prior to such Payment Date and shall specify the place where such Note may be surrendered. Funds representing any such checks returned undeliverable shall be held in accordance with Section 7.16 hereof. Each Noteholder shall surrender its Note to the Indenture Trustee promptly following payment of the final installment of principal of such Note. Each Holder of Notes does by its acceptance of a Note agree to indemnify the Indenture Trustee, the Note Insurer and the Issuer against any liability, cost or expenses (including attorneys' fees) that may result if such Noteholder fails to so deliver such Note. (d) Notwithstanding any of the foregoing provisions with respect to payments of principal of and interest on the SecuritiesNotes, if the Securities Notes have become or been declared due and payable following an Event of DefaultDefault and such acceleration of maturity and its consequences have not been rescinded and annulled, then payments of principal of and interest on the Securities such Notes shall be made in accordance with Article VI Section 6.08 hereof. If definitive, certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon, shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security. (c) All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security, based upon a 365-day year.