Common use of Registration of and Limitations on Transfer and Exchange of Notes Clause in Contracts

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar shall keep a register (the “Note Register”) in which the Transfer Agent and Registrar shall provide for the registration of Notes and the registration of transfers of Notes. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the Indenture Trustee of the identity and location of any successor Transfer Agent and Registrar. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar to be maintained as provided in Section 3.02(j), if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfied, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same Series) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes of the same Series, in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent shall authenticate and deliver to the Noteholder, the Notes that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”) in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. Indenture Trustee initially shall be Transfer Agent and Registrar (in such capacity, the “Transfer Agent and Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the If a Person other than Indenture Trustee of the identity and location of any successor is appointed by Issuer as Transfer Agent and Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related as certified by Issuer to Indenture Supplement are satisfiedTrustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Note, Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metmet as certified by Issuer to Indenture Trustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Note, Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by Transferor at any time after the date of its initial issuance may be transferred or exchanged only upon the delivery to the Owner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by Issuer and delivered to Indenture Trustee for subsequent destruction without liability on the Transfer Agent and Registrar and disposed part of by either. Indenture Trustee shall destroy the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section Section 2.05 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Issuer shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement the Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this the Indenture, that which will implement the provisions of this the Indenture that relate to such agent. Notwithstanding any other provision of the Indenture, with respect to any Notes for which an Opinion of Counsel has not been issued opining on the treatment of such Notes as debt for federal income tax purposes, no transfer (or purported transfer) of all or any part of such Notes (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder of such Notes if (i) at the time of transfer (or purported transfer) such Notes are traded on an established securities market or readily tradeable on a secondary market or (ii) after such transfer (or purported transfer) the Trust would have more than 95 Holders of such Notes and any other interests in the Trust for which an Opinion of Counsel is not rendered in connection with the issuance of such interest to the effect that such interest will be characterized as debt for federal income tax purposes. For purposes of determining whether the Trust will have more than 95 Holders, each Person indirectly owning an interest in the Trust through a partnership (including an entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a “flow through entity”) shall be treated as a Holder unless the Servicer determines, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust.

Registration of and Limitations on Transfer and Exchange of Notes. (a) The Transfer Agent and Registrar shall keep Issuer will cause a register (the “"Note Register”") to be kept in which the Transfer Agent and Registrar shall Issuer will provide for the registration of Notes and the registration of transfers and exchanges of Notes. The Indenture Trustee initially is the transfer agent and registrar (in such capacity, the "Transfer Agent and Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify . (b) If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have has the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have has the right to rely upon upon, and will be fully protected in relying upon, a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. . (c) Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall will execute, and upon receipt of such surrendered Note the Authentication Agent shall Indenture Trustee will authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. The Indenture Trustee may rely upon the Issuer's execution of a new Note as proof as to whether such section of the UCC has been met. (d) At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall will execute, and upon receipt of such surrendered Note the Authentication Agent shall Indenture Trustee will authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. The Indenture Trustee may rely upon the Issuer's execution of a new Note as proof as to whether such section of the UCC has been met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall will evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (f) Every Note presented or surrendered for registration of transfer or exchange shall will be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. . (g) The registration of transfer of any Note shall will be subject to the additional requirements, if any, set forth in the related Indenture Supplement. . (h) No service charge shall will be made for any registration of transfer or exchange of Notes, but the Issuer or the and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. . (i) All Notes surrendered for registration of transfer or exchange shall will be cancelled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar shall dispose of any Indenture Trustee will destroy the Global Note upon its exchange in full for Definitive Notes (and will deliver a certificate of destruction to the Issuer. Such certificate will also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.16 was received with respect to each portion of the same SeriesGlobal Note exchanged for Definitive Notes. (j) in accordance with its customary procedures. The preceding provisions of this section Section notwithstanding, the Issuer shall is not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes any Note for a period of 20 days preceding the due date for any payment with respect to the Notes. such Note. (k) If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange a stock exchange and such exchange shall so requirerequires, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee will appoint a co-co- transfer agent and co-registrar in Luxembourg or another European cityaccordance with the rules of such exchange. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include includes any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement as it deems reasonably appropriate with any co-transfer agent and co-registrar not a party to this Indenture, that will Indenture to implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar shall keep a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar shall provide for the registration of Notes and the registration of transfers of Notes. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the Indenture Trustee of the identity and location of any successor Transfer Agent and Registrar. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar to be maintained as provided in Section 3.02(j), if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “"NYUCC”") are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfied, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same Series) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes of the same Series, in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent shall authenticate and deliver to the Noteholder, the Notes that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. Indenture Trustee initially shall be Transfer Agent and Registrar (in such capacity, the "TRANSFER AGENT AND REGISTRAR") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the If a Person other than Indenture Trustee of the identity and location of any successor is appointed by Issuer as Transfer Agent and Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)SECTION 3.2, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related as certified by Administrator to Indenture Supplement are satisfiedTrustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metmet as certified by Administrator to Indenture Trustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by Transferor at any time after the date of its initial issuance may be transferred or exchanged only upon the delivery to the Owner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by Issuer and delivered to Indenture Trustee for subsequent destruction without liability on the Transfer Agent and Registrar and disposed part of by either. Indenture Trustee shall destroy the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section SECTION 2.5 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Issuer shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. Notwithstanding any other provision of this Indenture, with respect to any Notes for which an Opinion of Counsel has not been issued opining on the treatment of such Notes as debt for federal income tax purposes, no transfer (or purported transfer) of all or any part of such Notes (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void AB INITIO, and no Person shall otherwise become a Holder of such Notes if (i) at the time of transfer (or purported transfer) such Notes are traded on an established securities market or readily tradeable on a secondary market or (ii) after such transfer (or purported transfer) the Trust would have more than 95 Holders of such Notes and any other interests in the Trust for which an Opinion of Counsel is not rendered in connection with the issuance of such interest to the effect that such interest will be characterized as debt for federal income tax purposes. For purposes of determining whether the Trust will have more than 95 Holders, each Person indirectly owning an interest in the Trust through a partnership (including an entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a "FLOW THROUGH ENTITY") shall be treated as a Holder unless the Trustee determines in its sole discretion after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner's interest in the flow-through entity is attributable to the flow-through entity's interest (direct or indirect) in the Trust.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "TRANSFER AGENT" and "REGISTRAR") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "TRANSFER AGENT" and "REGISTRAR") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Issuer. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.16 was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange a stock exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European cityaccordance with the rules of such exchange. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "Transfer Agent" and "Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar either. The Indenture Trustee shall dispose of (in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any ) the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Issuer. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.16 was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange a stock exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European cityaccordance with the rules of such exchange. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. (a) The Transfer Agent and Registrar shall keep Issuer will cause a register (the “"Note Register”") to be kept in which the Transfer Agent and Registrar shall Issuer will provide for the registration of Notes and the registration of transfers and exchanges of Notes. The Indenture Trustee initially is the transfer agent and registrar (in such capacity, the "Transfer Agent" and "Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify . (b) If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have has the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have has the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. . (c) Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall will execute, and upon receipt of such surrendered Note the Authentication Agent shall Indenture Trustee will authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. . (d) At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall will execute, and upon receipt of such surrendered Note the Authentication Agent shall Indenture Trustee will authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. . (e) All Notes issued upon any registration of transfer or exchange of Notes shall will evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (f) Every Note presented or surrendered for registration of transfer or exchange shall will be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. . (g) The registration of transfer of any Note shall will be subject to the additional requirements, if any, set forth in the related Indenture Supplement. . (h) No service charge shall will be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. . (i) All Notes surrendered for registration of transfer or exchange shall will be cancelled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar shall dispose of any Indenture Trustee will destroy the Global Note upon its exchange in full for Definitive Notes (and will deliver a certificate of destruction to the Issuer. Such certificate will also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.16 was received with respect to each portion of the same SeriesGlobal Note exchanged for Definitive Notes. (j) in accordance with its customary procedures. The preceding provisions of this section Section notwithstanding, the Issuer shall is not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes any Note for a period of 20 days preceding the due date for any payment with respect to the Notes. such Note. (k) If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange a stock exchange and such exchange shall so requirerequires, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee will appoint a co-co- transfer agent and co-registrar in Luxembourg or another European cityaccordance with the rules of such exchange. Any reference in this the Agreement to the Transfer Agent and Registrar shall include includes any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that will Indenture to implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. (a) The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”) in which the entity acting as transfer agent and registrar (the “Transfer Agent and Registrar Registrar”) shall provide for the registration of Notes and the registration of transfers of Notes. The Note Administrator initially shall be the Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer Indenture Trustee shall promptly appoint a successor oract, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify or the Indenture Trustee shall, with the consent of the identity Issuer, promptly appoint another bank or trust company, having an office or agency located in the City of New York and location which agrees to act in accordance with the provisions of any this Indenture applicable to it, to act, as successor Transfer Agent and Registrar; provided, however, that no resignation shall be effective and the Transfer Agent and Registrar shall continue to perform its duties as the Note Registrar until the Indenture Trustee has assumed such duties or until a successor Transfer Agent and Registrar has been appointed. (b) The Note Registrar shall maintain in the Borough of Manhattan, the City of New York an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange. The Note Registrar initially designates its corporate trust office located at 000 Xxxx Xxxxxx, Xxxx 0, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Structured Finance Group/PACCT, Series 2002-1, telephone (000) 000-0000 for such purposes. The Note Registrar shall give prompt notice to the Indenture Trustee, the Certificate Trustee, the Note Administrator, the Certificate Administrator, the Transferor, the Issuer, the Servicer and the Noteholders of any change in the location of such office or agency. (c) If a Person other than the Note Administrator is appointed by the Issuer as Transfer Agent and Registrar, the Issuer will give the Note Administrator and the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Note Administrator and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Note Administrator and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. . (d) Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee or an authenticating agent on its behalf shall authenticate and the Transfer Agent and Registrar shall deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. . (e) At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. . (f) All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (g) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar may reasonably require. . (h) The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. . (i) No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or Issuer, the Indenture Trustee, the Note Administrator and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. . (j) All Notes surrendered for registration of transfer or and exchange shall be cancelled by delivered to the Transfer Agent and Registrar and disposed canceled by it for subsequent destruction without liability on the part of by either. (k) Unless otherwise set forth in an Indenture Supplement, the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section Section 2.05 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agentNote.

Registration of and Limitations on Transfer and Exchange of Notes. (a) The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. A Registrar (which may be the Indenture Trustee) (in such capacity, the “Registrar”) shall provide for the registration of Registered Notes and transfers and exchanges of Registered Notes as herein provided. The Registrar shall initially be the Indenture Trustee and any co-Registrar chosen by the Issuer and acceptable to the Indenture Trustee. Any reference in this Indenture to the Registrar shall include any co-Registrar unless the context requires otherwise. The Issuer may revoke such appointment and remove any Registrar if the Issuer determines in its sole discretion that such Registrar failed to perform its obligations under this Indenture in any material respect. Any Registrar shall be permitted to resign as Registrar upon thirty (30) days’ notice to the Issuer and the Indenture Trustee; provided, however, that such resignation shall not be effective and such Registrar shall continue to perform its duties as Registrar until the Issuer has appointed a successor Registrar reasonably acceptable to the Issuer. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and the Registrar. The Issuer shall notify . (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Registrar, the Issuer will give the Indenture Trustee prompt written notice of the identity appointment of such Registrar and location of the location, and any successor Transfer Agent and change in the location, of the Registrar. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to may rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. . (c) Upon surrender for registration of transfer or exchange of any Registered Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.2, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like tenor and aggregate principal amount. . (d) At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like tenor and aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. . (e) All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. (f) Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee or its authenticating agent shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Indenture Trustee or the Registrar duly executed by, the Noteholder thereof or its their attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. . (g) The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. . (h) No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of such transfer or exchange of such Notes. All Notes surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes . (of the same Seriesi) in accordance with its customary procedures. The preceding provisions of this section Section 2.5 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 fifteen (15) days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on Note. (j) The Issuer will cause the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, to maintain at the discretion Corporate Trust Office of the IssuerIndenture Trustee designated for such purpose, appoint a co-an office or agency where Notes may be surrendered for registration of transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agentexchange.

Registration of and Limitations on Transfer and Exchange of Notes. (a) The Transfer Agent and Registrar Issuer shall keep cause to be kept at the Corporate Trust Office, a register (the “Note Register”) in which the entity acting as transfer agent and registrar (the “Transfer Agent and Registrar Registrar”) shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, debt and be entitled to the same rights and privileges under this Master Indenture and the related Indenture Supplement as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or and the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) Global Note exchanged for Definitive Notes. Unless otherwise set forth in accordance with its customary procedures. The an Indenture Supplement, the preceding provisions of this section Section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Master Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Master Indenture, that which will implement the provisions of this Master Indenture that relate to such agent. (b) The Transfer Agent and Registrar will maintain at its expense in Minneapolis, Minnesota, or New York, New York, an office or agency where Notes may be surrendered for registration of transfer or exchange (except that Bearer Notes may not be surrendered for exchange at any such office or agency in the United States or its territories and possessions.)

Registration of and Limitations on Transfer and Exchange of Notes. (a) The Transfer Agent and Registrar shall keep Issuer will cause a register (the “"Note Register”") to be kept in which the Transfer Agent and Registrar shall Issuer will provide for the registration of Notes and the registration of transfers and exchanges of Notes. The Indenture Trustee initially is the transfer agent and registrar (in such capacity, the "Transfer Agent and Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify . (b) If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have has the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have has the right to rely upon upon, and will be fully protected in relying upon, a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. . (c) Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall will execute, and upon receipt of such surrendered Note the Authentication Agent shall Indenture Trustee will authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. The Indenture Trustee may rely upon the Issuer's execution of a new Note as proof as to whether such section of the UCC has been met. (d) At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall will execute, and upon receipt of such surrendered Note the Authentication Agent shall Indenture Trustee will authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. The Indenture Trustee may rely upon the Issuer's execution of a new Note as proof as to whether such section of the UCC has been met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall will evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (f) Every Note presented or surrendered for registration of transfer or exchange shall will be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. . (g) The registration of transfer of any Note shall will be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the entity acting as transfer agent and registrar (the "Transfer Agent and Registrar Registrar") shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency (if any) referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) Global Note exchanged for Definitive Notes. Unless otherwise set forth in accordance with its customary procedures. The an Indenture Supplement, the preceding provisions of this section Section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 5 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agentNote.

Registration of and Limitations on Transfer and Exchange of Notes. (a) The Transfer Agent and Registrar Trustee shall keep cause to be kept at its corporate trust office a register (Note Register in which, subject to such reasonable regulations as it may prescribe, the “Note Register”) in which the Transfer Agent and Registrar Trustee shall provide for the registration recordation of Notes and of transfers, pledges and exchanges of Notes as herein provided. (b) At the registration of transfers of Notes. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the Indenture Trustee option of the identity Noteholders, Notes may be surrendered for transfer or exchanged for other Notes in the same series and location of any successor Transfer Agent and Registrar. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent same class in authorized denominations evidencing the same aggregate principal amount, interest rate and Registrar by an officer thereof as to the names and addresses maturity upon surrender of the Noteholders and Notes to be transferred or exchanged at the principal amounts and numbers corporate trust office of such Notesthe Trustee. Upon surrender for registration recordation of transfer or exchange of any Note at the corporate trust office or agency of the Transfer Agent and Registrar to be maintained as provided in Section 3.02(j), if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedTrustee, the Issuer Debtor shall execute, execute and upon receipt of such surrendered Note the Authentication Agent Trustee shall authenticate and deliver to the Noteholderdeliver, in the name of the designated transferee or transfereestransferee(s), one or more new Notes (of in authorized denominations evidencing the same Series) in any authorized denominations of like aggregate principal amount. At the option of a Noteholderseries and class, Notes may be exchanged for other Notes of the same Series, in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent interest rate and Registrarmaturity. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent shall authenticate and deliver to the Noteholder, the Notes that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement as the Notes surrendered upon such registration of transfer or exchange. Every Each Note presented or surrendered for registration recordation of transfer transfer, pledge or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Trustee duly executed by, the Noteholder thereof or its the Noteholder's attorney-in-fact duly authorized in writing. Notes delivered upon any such transfer, pledge or exchange will evidence the same obligations, and by such other documents will be entitled to the same rights and privileges, as the Transfer Agent and Registrar may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. Notes surrendered. (c) All Notes surrendered for registration recordation of transfer or and exchange shall be cancelled canceled by the Transfer Agent Trustee without payment of principal and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers have no further legal rights or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agenteffect.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. Indenture Trustee initially shall be Transfer Agent and Registrar (in such capacity, the "TRANSFER AGENT AND REGISTRAR") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the If a Person other than Indenture Trustee of the identity and location of any successor is appointed by Issuer as Transfer Agent and Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)SECTION 3.2, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related as certified by Administrator to Indenture Supplement are satisfiedTrustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amountxxxxxxxxx xxxxxxxxx xxxxxx, upon surrender xxxx xxxxxxxxx of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metmet as certified by Administrator to Indenture Trustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by Transferor at any time after the date of its initial issuance may be transferred or exchanged only upon the delivery to the Owner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by Issuer and delivered to Indenture Trustee for subsequent destruction without liability on the Transfer Agent and Registrar and disposed part of by either. Indenture Trustee shall destroy the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section SECTION 2.5 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Issuer shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. Notwithstanding any other provision of this Indenture, with respect to any Notes for which an Opinion of Counsel has not been issued opining on the treatment of such Notes as debt for federal income tax purposes, no transfer (or purported transfer) of all or any part of such Notes (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void AB INITIO, and no Person shall otherwise become a Holder of such Notes if (i) at the time of transfer (or purported transfer) such Notes are traded on an established securities market or readily tradeable on a secondary market or (ii) after such transfer (or purported transfer) the Trust would have more than 95 Holders of such Notes and any other interests in the Trust for which an Opinion of Counsel is not rendered in connection with the issuance of such interest to the effect that such interest will be characterized as debt for federal income tax purposes. For purposes of determining whether the Trust will have more than 95 Holders, each Person indirectly owning an interest in the Trust through a partnership (including an entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a "FLOW THROUGH ENTITY") shall be treated as a Holder unless the Trustee determines in its sole discretion after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner's interest in the flow-through entity is attributable to the flow-through entity's interest (direct or indirect) in the Trust.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar shall keep (a) Where the Notes are issued in a registered form, the Issuer will cause a register (the “"Note Register”") to be kept in which the Transfer Agent and Registrar shall Issuer will provide for the registration of Notes and the registration of transfers and exchanges of Notes. The Indenture Trustee initially is the transfer agent and registrar (in such capacity, the "Transfer Agent and Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify . (b) If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have has the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have has the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. . (c) Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall will execute, and upon receipt of such surrendered Note the Authentication Agent shall Indenture Trustee will authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. . (d) At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall will execute, and upon receipt of such surrendered Note the Authentication Agent shall Indenture Trustee will authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. . (e) All Notes issued upon any registration of transfer or exchange of Notes shall will evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (f) Every Note presented or surrendered for registration of transfer or exchange shall will be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. . (g) The registration of transfer of any Note shall will be subject to the additional requirements, if any, set forth in the related Indenture Supplement. . (h) No service charge shall will be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. . (i) All Notes surrendered for registration of transfer or exchange shall will be cancelled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar shall dispose of any Indenture Trustee will destroy the Global Note upon its exchange in full for Definitive Notes (and will deliver a certificate of destruction to the Issuer. Such certificate will also state that a certificate or certificates of each Foreign Clearing Agency as to the satisfaction of certain conditions specified in Section 2.15 and Section 2.16 hereof was received with respect to each portion of the same SeriesGlobal Note exchanged for Definitive Notes. (j) in accordance with its customary procedures. The preceding provisions of this section Section notwithstanding, the Issuer shall is not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes any Note for a period of 20 days preceding the due date for any payment with respect to the Notes. such Note. (k) If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange a stock exchange and such exchange shall so requirerequires, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee will appoint a co-transfer agent and co-registrar in Luxembourg or another European cityaccordance with the rules of such exchange. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include includes any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that will Indenture to implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Trust shall keep cause to be kept a register (the “"Note Register”") in which the Transfer Agent and Registrar Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "Transfer Agent" and "Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer Trust shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Trust as Transfer Agent and Registrar, the Trust will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer Trust shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer Trust shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent Trust and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled by the Transfer Agent Trust and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Trust. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.16 was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section notwithstanding, the Issuer Trust shall not be required to make, and the Transfer Agent and Registrar need not register, register transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange a stock exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European cityaccordance with the rules of such exchange. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "Transfer Agent" and "Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its his attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled by the Transfer Agent Issuer and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect delivered to the Notes. If and so long as any Series of Notes are listed Indenture Trustee for subsequent destruction without liability on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agent.part of

Registration of and Limitations on Transfer and Exchange of Notes. The Issuer shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the “Transfer Agent and Registrar shall keep Registrar”) a register (the “Note Register”) in which the Transfer Agent and Registrar shall provide for the registration of Notes and the registration of transfers of Notes. Indenture Trustee initially shall be Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. The Transfer Agent and Registrar shall be permitted to resign upon 30 days’ written notice to the Servicer and Issuer. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the If a Person other than Indenture Trustee of the identity and location of any successor is appointed by Issuer as Transfer Agent and Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and any change in the location of Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.2, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (UCC are satisfied as determined by the “NYUCC”) are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedAdministrator, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Note, Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metsatisfied as determined by the Administrator, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Note, Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by Transferor (or an Affiliate of Transferor disregarded as an entity separate from the Transferor for federal income tax purposes) at any time after the date of its initial issuance may be transferred or exchanged to a Person other than the Transferor (or an Affiliate of Transferor disregarded as an entity separate from the Transferor for federal income tax purposes) only upon the delivery to the Owner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange, and until such transfer or exchange, any such Note shall be evidenced by Definitive Notes or in book-entry form, but not through DTC. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No Unless otherwise provided in the related Indenture Supplement, no service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed of by the Transfer Agent and Registrar delivered to Indenture Trustee for subsequent destruction in accordance with its customary Indenture Trustee’s standard procedures. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary Indenture Trustee’s standard procedures. The preceding provisions of this section Section 2.5 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European cityNote. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement reasonably acceptable to the Indenture Trustee with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. Notwithstanding anything to the contrary in this Section 2.5, Transferor shall not execute, and (if given prior written notice by the Servicer of the inability of the Transferor to execute any Subject Instrument by operation of this paragraph) the Transfer Agent and Registrar shall not register the transfer of, any Subject Instrument if (i) after giving effect to the execution or transfer of such Subject Instrument, there would be 95 or more Private Holders or (ii) the transferee is none of (a) a United States Person, (b) a Person other than a United States Person who has provided Indenture Trustee and Transferor with Internal Revenue Service form W-8ECI, or (c) such other Person other than a United States Person with respect to whom Indenture Trustee and Transferor have received appropriate withholding documentation and other assurances (which may include legal opinions) confirming that such transferee is not subject to U.S. federal income tax withholding in respect of payments attributable to a Subject Instrument. No transfer, assignment or other conveyance of, or sale of a participation interest in, a Subject Instrument shall be permitted unless the Transfer Agent and Registrar is permitted to register the same in accordance with the immediately preceding sentence. Additionally, no Subject Instrument, or portion thereof, shall be transferred on or through (i) an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any proposed, temporary or final treasury regulation thereunder, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (ii) “secondary market” or “substantial equivalent thereof” within the meaning of Section 7704(b)(2) of the Code and any proposed, temporary or final treasury regulation thereunder, including a market wherein interests in the Issuer or the Certificate Trust are regularly quoted by any Person making a market in such interests and a market wherein any Person regularly makes available bid or offer quotes with respect to interests in the Issuer or the Certificate Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others. Any attempted transfer, assignment, conveyance, participation or subdivision in contravention of the preceding restrictions, as reasonably determined by the Transferor, shall be void ab initio and the purported transferor, seller or subdivider of such Subject Instrument shall be treated as the Holder of such Subject Instrument for all purposes of this Agreement.

Registration of and Limitations on Transfer and Exchange of Notes. The Issuer shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the “Transfer Agent and Registrar shall keep Registrar”) a register (the “Note Register”) in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. Indenture Trustee initially shall be Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify the If a Person other than Indenture Trustee of the identity and location of any successor is appointed by Issuer as Transfer Agent and Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.2, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related as certified by Administrator to Indenture Supplement are satisfiedTrustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Note, Indenture Trustee (or an authenticating agent on behalf of Indenture Trustee as provided in Section 2.4) shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metmet as certified by Administrator to Indenture Trustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate (or an authenticating agent on behalf of Indenture Trustee as provided in Section 2.4) and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. Each Noteholder shall be deemed to represent and warrant that it is not acquiring the Note with the plan assets of an "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to the fiduciary responsibility or prohibited transaction provisions of ERISA, a "plan" as defined in and subject to Section 4975 of the Code, an entity deemed to hold the plan assets of any of the foregoing by reason of investment by an employee benefit plan or plan in such entity, or any other plan subject to applicable law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of the Code. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by Transferor (or an Affiliate of Transferor disregarded as an entity separate from the Transferor for federal income tax purposes) at any time after the date of its initial issuance may be transferred or exchanged to a Person other than the Transferor (or an Affiliate of Transferor disregarded as an entity separate from the Transferor for federal income tax purposes) only upon the delivery to the Owner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange, and until such transfer or exchange, any such Note shall be evidenced by Definitive Notes or as Registered Notes in book-entry form of the type described in the final paragraph of Section 2.1. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the and Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by Issuer and delivered to Indenture Trustee for subsequent destruction without liability on the Transfer Agent and Registrar and disposed part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of destroy any Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the same Series) applicable Indenture Supplement was received with respect to each portion of any Global Note exchanged for Definitive Notes. Unless otherwise set forth in accordance with its customary procedures. The an Indenture Supplement, the preceding provisions of this section Section 2.5 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European cityNote. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. Notwithstanding any other provision of this Indenture, with respect to any Notes for which an Opinion of Counsel has not been issued opining on the treatment of such Notes as debt for federal income tax purposes, no transfer (or purported transfer) of all or any part of such Notes (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder of such Notes if (i) at the time of transfer (or purported transfer) such Notes are traded on an established securities market or readily tradeable on a secondary market or (ii) after such transfer (or purported transfer) the Trust would have more than 95 Holders of such Notes and any other interests in the Trust for which an Opinion of Counsel is not rendered in connection with the issuance of such interest to the effect that such interest will be characterized as debt for federal income tax purposes. For purposes of determining whether the Trust will have more than 95 Holders, each Person indirectly owning an interest in the Trust through a partnership (including an entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a “flow through entity”) shall be treated as a Holder unless the Trustee determines in its sole discretion after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "Transfer Agent and Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. Any Note held by the Transferor at any time after the date of its initial issuance may be transferred or exchanged only upon the delivery to the Owner Trustee and the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or and the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) in accordance with its customary proceduresGlobal Note exchanged for Definitive Notes. The preceding provisions of this section Section 2.05 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 twenty (20) days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. [The Indenture Trustee initially appoints [_____________________] at its office located at [_____________________], as Transfer Agent and Registrar for each Series of Notes listed on the Luxembourg Stock Exchange.]

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the entity acting as transfer agent and registrar (the "Transfer Agent and Registrar Registrar") shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) Global Note exchanged for Definitive Notes. Unless otherwise set forth in accordance with its customary procedures. The an Indenture Supplement, the preceding provisions of this section Section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, that which will implement the provisions of this Indenture that relate to such agent. The Indenture Trustee initially appoints Kredietbank S.A. Luxembourgeoise, at its office located at 43 Boulevard Royal, L-2955 Luxembourg, as Transfer Agent and Registrxx xxx xxxx Xxxxxx xx Xxxxx xxxxxx xx the Luxembourg Stock Exchange.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “"Note Register”") in which the entity acting as transfer agent and registrar (the "Transfer Agent and Registrar Registrar") shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Transfer Agent and Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Master Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedureseither. The Transfer Agent and Registrar Indenture Trustee shall dispose of any destroy the Global Note upon its exchange in full for Definitive Notes (and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the same Series) Global Note exchanged for Definitive Notes. Unless otherwise set forth in accordance with its customary procedures. The an Indenture Supplement, the preceding provisions of this section Section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the NotesNote. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement Master Indenture to the Transfer Agent and Registrar shall include any such co-transfer agent and co-registrar unless the context otherwise requires. The Transfer Agent and Registrar shall Indenture Trustee will enter into any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Master Indenture, that which will implement the provisions of this Master Indenture that relate to such agent.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register at the Corporate Trust Office of the Indenture Trustee (the “Note Register”) in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the “Transfer Agent and Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.5, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in as certified by the related Servicer to the Indenture Supplement are satisfiedTrustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same Series) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes of the same Series, in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are metmet as certified by the Servicer to the Indenture Trustee, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. The Notes have not been registered or qualified under the Securities Act or the securities laws of any state. No transfer of any Note may be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and registration or qualification under applicable state securities laws or is exempt from such registration or qualification. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent Issuer and Registrar the Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration Any Note held by a Seller at any time after the date of transfer of any Note shall its initial issuance may be subject transferred or exchanged only upon the delivery to the additional requirementsIssuer and the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, if anyas the case may be, set forth in the related Indenture Supplementwith respect to such transfer or exchange. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or and the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or and exchange shall be cancelled canceled by the Transfer Agent Issuer and Registrar and disposed delivered to the Indenture Trustee for subsequent destruction without liability on the part of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedureseither. The preceding provisions of this section Section 2.4 notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days five Business Days preceding the due date for any payment with respect to the NotesNote. If and so long as No transfer of any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so requireNote, the Transfer Agent and Registrar shall, at the discretion or of the Issuerright of any transferee of any Note to receive any payments of principal or interest under that Note, appoint a co-transfer agent and registrar in Luxembourg may be made or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar will be recognized unless the context otherwise requires. The Transfer Agent Note has been surrendered and Registrar shall enter into any appropriate agency agreement accepted for registration of transfer or exchange in accordance with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture Section 2.4; provided however, that relate a transfer of an interest in a Note by a Managing Agent to such agenta SPRC, its related Program Support Provider(s) or related Alternate Transferee(s) or Committed Purchaser(s) as applicable in accordance with the Note Purchase Agreement shall not require registration of transfer.

Registration of and Limitations on Transfer and Exchange of Notes. The Transfer Agent and Registrar Issuer shall keep cause to be kept a register (the “Note Register”"NOTE REGISTER") in which the Transfer Agent and Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the transfer agent and registrar (in such capacity, the "TRANSFER AGENT AND REGISTRAR") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Transfer Agent and Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transfer Agent and Registrar. The Issuer shall notify If a Person other than the Indenture Trustee of is appointed by the identity and location of any successor Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Transfer Agent and Registrar Registrar, to be maintained as provided in Section 3.02(j)3.02, if the requirements of Section 8-401(a) 401 of the New York Uniform Commercial Code (the “NYUCC”) UCC are met and any applicable requirements for transfer set forth in the related Indenture Supplement are satisfiedmet, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes (of the same SeriesSeries and Class) in any authorized denominations of like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes (of the same Series, Series and Class) in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Transfer Agent and Registrar. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) 401 of the NYUCC UCC are met, the Issuer shall execute, and upon receipt of such surrendered Note the Authentication Agent Indenture Trustee shall authenticate and deliver to the Noteholder, the Notes that which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall evidence the same obligations, evidence the same debt, and be entitled to the same rights and privileges under this Indenture and the related Indenture Supplement Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar Indenture Trustee duly executed by, the Noteholder thereof or its attorney-in-fact duly authorized in writing, and by such other documents as the Transfer Agent and Registrar Indenture Trustee may reasonably require. The registration of transfer of any Note shall be subject to the additional requirements, if any, set forth in the related Indenture Supplement. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer or the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes. All Notes surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Registrar and disposed of by the Transfer Agent and Registrar in accordance with its customary procedures. The Transfer Agent and Registrar shall dispose of any Global Note upon its exchange in full for Definitive Notes (of the same Series) in accordance with its customary procedures. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Transfer Agent and Registrar need not register, transfers or exchanges of Notes for a period of 20 days preceding the due date for any payment with respect to the Notes. If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Transfer Agent and Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent and registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any such co-transfer agent and registrar unless the context otherwise requires. The Transfer Agent and Registrar shall enter into any appropriate agency agreement with any co-transfer agent and registrar not a party to this Indenture, that will implement the provisions of this Indenture that relate to such agent.