Common use of Registration of Transfer and Exchange Clause in Contracts

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, kept at its the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated for such purpose of the Company in a Place of Payment being herein sometimes collectively referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security of a series at the “Security Registrar”). If office or agency of the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any in a Place of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesPayment for that series, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereofexecute, if applicable, applicable the Subsidiary Guarantors shall execute the form of Guarantee or Subsidiary Guarantees thereon, endorsed thereon and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and, if applicable, the Subsidiary Guarantees endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and, if applicable, the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Securities upon receipt of an Authentication Order. The Trustee any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration The provisions of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereofClauses (1), if applicable(2), evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, denominations and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableCompany, evidencing the same indebtedness indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates certificates and Opinions opinions of Counsel counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionfacsimile.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, kept for each series of Securities at its one of the offices or agencies maintained pursuant to Section 1002 a register (the register maintained in such office and in any other office or agency designated for such purpose of the Company in a Place of Payment being herein sometimes collectively referred to as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trusteeof such series. The registrar Trustee is hereby initially appointed “Security Registrar” for the purpose of registering Securities and the transfer transfers of Securities as herein provided. Except as set forth in Section 203 or as may be provided shall be appointed as authorized by Board Resolution (pursuant to Section 301, upon surrender for registration of transfer of any Security of any series at the “Security Registrar”). If the Company fails to appoint office or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any agency in a Place of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesPayment for that series, the Company shall execute and deliver a Company Order requesting the Trustee to authenticate and deliver and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Security or Securities of the same series as the Security presented for and of like tenor, of any authorized denominations and of a like aggregate principal amount amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series and in of like tenor, of any authorized denominationsdenominations and of a like aggregate principal amount, and upon surrender of the Securities to be exchanged at such office or agency. Whenever any Guarantor thereofSecurities are so surrendered for exchange, if applicable, the Company shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or Securities upon receipt surrendered for registration of an Authentication Ordertransfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 Securities, other than exchange pursuant to Section 304, 906 or 1107 not involving any transfer. The Trustee Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption and ending at the close of business on the day of the mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.04(b), the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by the Trusteerecognized except upon registration of such transfer. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be U.S. Bank Trust Company, National Association is hereby appointed as authorized by Board Resolution (the initial “Security Certificate Registrar”). If Upon any resignation of the Company fails to appoint or maintain another entity as Security Certificate Registrar, the Owner Trustee shall act promptly appoint a successor. (b) Each Trust Certificate shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Trust Certificate attached as suchExhibit A hereto, unless determined otherwise by the Administrator (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. The Company As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over‑the‑counter‑market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It will be the beneficial owner of the Trust Certificate and it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Percentage Interest of at least 5%, (B) it causes its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesproposed transferee to provide to the Issuer, the Company Certificate Registrar and the Underwriter a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless, after consulting counsel, the Transferor determines that such transfer would create a risk that the Issuer or the Vehicle Trust would be characterized for U.S. federal income tax purposes as an association or a publicly traded partnership, in either case taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates, or trust certificates of any related issuer, in the aggregate to exceed 99 (provided that, each separate entity will be considered as a single registered holder, regardless of the number of trust certificates held by such entity) or (2) the number of holders of direct or indirect interests in the Vehicle Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuer that the Issuer will not be characterized as an association or a publicly traded partnership, in either case taxable as a corporation for U.S. federal income tax purposes is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. (vi) It is a Person who is either (A)(1) a citizen or resident of the United States or (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. federal income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (B) an estate the income of which is includible in gross income for U.S. federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more United States person(s) (as such term is defined in Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non‑foreign status signed under penalty of perjury (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor, the Owner Trustee and the Certificate Registrar). (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuer or any other Person as a Trust Certificateholder for any purpose. (viii) No transfer of a Certificate or any interest therein shall be made unless each prospective transferee represents and warrants, with respect to itself and each prospective beneficial owner of the Certificate, that it is not a member of an “expanded group” (within the meaning of the Treasury Regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) or a “controlled partnership” (within the meaning of Treasury Regulations issued under Section 385 of the Code) of such expanded group where any member of such “expanded group” directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts) owns Notes. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Issuer and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor, the Certificate Registrar or the Underwriter, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor and the Underwriter. (iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any State or any other jurisdiction, and such investor executes and delivers to the Issuer and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W‑9 (or applicable successor form) or such other form and such other documentation as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may of Trust Certificates. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. No transfer will be submitted by facsimile or sent electronically in PDF formateffectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704‑1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, kept at its the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated for such purpose of the Company in a Place of Payment being herein sometimes collectively referred to as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security of a series at the “Security Registrar”). If office or agency of the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any in a Place of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesPayment for that series, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereofexecute, if applicable, applicable the Subsidiary Guarantors shall execute the form of Guarantee or Subsidiary Guarantees thereon, endorsed thereon and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and, if applicable, the Subsidiary Guarantees endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and, if applicable, the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities upon receipt of an Authentication Order. The Trustee any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration The provisions of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereofclauses (1), if applicable(2), evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02the Borough of Manhattan, the City and State of New York, or such other location designated by the Company, a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). If Upon surrender for transfer of any Security at the office or agency of the Company fails to appoint or maintain another entity as Security Registrardesignated for such purpose, the Company shall execute, the Trustee shall act as such. The Company authenticate and such office or any agency shall deliver in the name of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such holder's duly authorized denominationsattorney in writing. (c) Except as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any Guarantor thereofexchange or registration of transfer of Securities, if applicableor issue of new Securities in case of partial redemption of any series, shall execute but the form Company may require payment of Guarantee a sum sufficient to cover any tax or Guarantees thereonother governmental charge in relation thereto, other than exchanges pursuant to Section 2.6, Section 3.3(b) and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. Section 9.4 not involving any transfer. (d) The Trustee Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Security selected Securities of any series or portions thereof called for redemption in whole or in partredemption, except other than the unredeemed portion of any Security such Securities being redeemed in part. All Securities issued upon The provisions of this Section 2.5 are, with respect to any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Global Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice subject to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission2.11 hereof.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.04(b), the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by the Trusteerecognized except upon registration of such transfer. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be Citibank, N.A. is hereby appointed as authorized by Board Resolution (the initial “Security Certificate Registrar”). If Upon any resignation of the Company fails to appoint or maintain another entity as Security Certificate Registrar, the Owner Trustee shall act promptly appoint a successor. (b) Each Trust Certificate shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Trust Certificate attached as suchExhibit A hereto, unless determined otherwise by the Administrator (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. The Company As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It will be the beneficial owner of the Trust Certificate and it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $500,000, (B) it causes its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesproposed transferee to provide to the Issuer, the Company Certificate Registrar and the Underwriter a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless the Transferor determines that such transfer would create a risk that the Issuer or the Vehicle Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates, or trust certificates of any related issuer, in the aggregate to exceed 99 (provided that, each separate entity will be considered as a single registered holder, regardless of the number of trust certificates held by such entity) or (2) the number of holders of direct or indirect interests in the Vehicle Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuer that the Issuer is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. (vi) It is a Person who is either (A)(1) a citizen or resident of the United States or (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (B) an estate the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more U.S. Persons (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor, the Owner Trustee and the Certificate Registrar). (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuer or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Issuer and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor, the Certificate Registrar or the Underwriter, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor and the Underwriter. (iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any State or any other jurisdiction, and such investor executes and delivers to the Issuer and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 (or successor form) or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.04(b), the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by the Trusteerecognized except upon registration of such transfer. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be U.S. Bank National Association is hereby appointed as authorized by Board Resolution (the initial “Security Certificate Registrar”). If Upon any resignation of the Company fails to appoint or maintain another entity as Security Certificate Registrar, the Owner Trustee shall act promptly appoint a successor. (b) Each Trust Certificate shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Trust Certificate attached as suchExhibit A hereto, unless determined otherwise by the Administrator (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. The Company As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It will be the beneficial owner of the Trust Certificate and it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $500,000, (B) it causes its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesproposed transferee to provide to the Issuer, the Company Certificate Registrar and the Underwriter a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless, after consulting counsel, the Transferor determines that such transfer would create a risk that the Issuer or the Vehicle Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates, or trust certificates of any related issuer, in the aggregate to exceed 99 (provided that, each separate entity will be considered as a single registered holder, regardless of the number of trust certificates held by such entity) or (2) the number of holders of direct or indirect interests in the Vehicle Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuer that the Issuer is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. (vi) It is a Person who is either (A)(1) a citizen or resident of the United States or (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (B) an estate the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more U.S. Persons (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor, the Owner Trustee and the Certificate Registrar). (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuer or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Issuer and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor, the Certificate Registrar or the Underwriter, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor and the Underwriter. (iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any State or any other jurisdiction, and such investor executes and delivers to the Issuer and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 (or successor form) or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, kept at its the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated for such purpose of the Company in a Place of Payment being herein sometimes collectively referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities Securities. Unless the Company has appointed an agent other than the Trustee as provided in this Article II and which at all reasonable times shall be open for inspection by "Security Registrar", the Trustee. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security of any series at the “Security Registrar”). If the Company fails to appoint office or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any agency in a Place of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesPayment for that series, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or Securities upon receipt surrendered for registration of an Authentication Ordertransfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Trustee Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon Notwithstanding the foregoing, any registration of transfer or exchange of Securities Global Security shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee exchangeable pursuant to this Section 2.05 305 for Securities registered in the names of Persons other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to effect a registration of transfer continue as Depositary for such Global Security or exchange may be submitted by facsimile or sent electronically in PDF format, if at any time such Depositary ceases to be followed a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when such Depository is requested to be so registered in order to act as Depositary, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, a Global Security may not be transferred except as a whole by delivery the Depositary with respect to such Global Security to a nominee of the original document such Depositary or by a nominee of such Depositary to Trustee within three (3) Business Days such Depositary or another nominee of delivery by facsimile or PDF transmissionsuch Depositary.

Registration of Transfer and Exchange. Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a warrant register (the “Warrant Register”) as they are issued. The Company shall keepbe entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or cause interest in, such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be keptregistered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer, at or with the knowledge of such facts that its office participation therein amounts to bad faith. This Warrant shall be transferable on the books of the Company only upon delivery thereof duly endorsed by the Holder or agency designated for such purpose as provided in Section 4.02by his duly authorized attorney or representative, a register or registers (the “Security Register”) in whichaccompanied by proper evidence of succession, subject assignment, or authority to such reasonable regulations as it may prescribetransfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his, her, or its authority shall be produced. Upon any registration of transfer, the Company shall register deliver a new Warrant or Warrants to the Securities person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the transfers aggregate the right to purchase a like number of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution Warrant Shares (the “Security Registrar”or portions thereof). If , upon surrender to the Company fails to appoint or maintain another entity as Security Registrar, its duly authorized agent. Notwithstanding the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesforegoing, the Company shall execute a new Security or Securities have no obligation to cause Warrants to be transferred on its books to any person if, in the opinion of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required counsel to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent such transfer does not comply with the provisions of the Securities Act and the Security Registrar may deem rules and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionregulations thereunder.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.04(b), the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by the Trusteerecognized except upon registration of such transfer. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be U.S. Bank National Association is hereby appointed as authorized by Board Resolution (the initial “Security Certificate Registrar”). If Upon any resignation of the Company fails to appoint or maintain another entity as Security Certificate Registrar, the Owner Trustee shall act promptly appoint a successor. (b) Each Trust Certificate shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Trust Certificate attached as suchExhibit A hereto, unless determined otherwise by the Administrator (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. The Company As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It will be the beneficial owner of the Trust Certificate and it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $500,000, (B) it causes its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesproposed transferee to provide to the Issuer, the Company Certificate Registrar and the Underwriter a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless the Transferor determines that such transfer would create a risk that the Issuer or the Vehicle Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates, or trust certificates of any related issuer, in the aggregate to exceed 99 (provided that, each separate entity will be considered as a single registered holder, regardless of the number of trust certificates held by such entity) or (2) the number of holders of direct or indirect interests in the Vehicle Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuer that the Issuer is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. (vi) It is a Person who is either (A)(1) a citizen or resident of the United States or (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (B) an estate the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more U.S. Persons (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor, the Owner Trustee and the Certificate Registrar). (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuer or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Issuer and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor, the Certificate Registrar or the Underwriter, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor and the Underwriter. (iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any State or any other jurisdiction, and such investor executes and delivers to the Issuer and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 (or successor form) or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, kept at its the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated for such purpose of the Company in a Place of Payment being herein sometimes collectively referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security of a series at the “Security Registrar”). If office or agency of the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any in a Place of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesPayment for that series, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereofexecute, if applicable, applicable the Subsidiary Guarantors shall execute the form of Guarantee or Subsidiary Guarantees thereon, endorsed thereon and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and, if applicable, the Subsidiary Guarantees endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and, if applicable, the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities upon receipt of an Authentication Order. The Trustee any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration The provisions of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereofclauses (1), if applicable(2), evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by recognized except upon registration of such transfer. Wilmington Trust Company is hereby appointed as the Trusteeinitial Certificate Registrar. The registrar for Certificate Registrar hereby agrees to notify the purpose Paying Agent in writing of registering Securities and any changes to the transfer Registered Holders of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”)Trust Certificates. If the Company fails Certificate Registrar shall for any reason become unable to appoint or maintain another entity act as Security Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as suchsuccessor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000, (B) it causes its proposed transferee to provide to the Issuing Entity and the Certificate. Registrar a letter substantially in the form of Exhibit C hereto, or such other written statement as the Depositor shall prescribe and (C) the Depositor consents in writing to the proposed transfer, which consent shall be granted unless the Depositor determines that such transfer would create a risk that the Issuing Entity or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan, will not acquire or hold the Trust Certificates being transferred on behalf of or with “plan assets” (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) of a Benefit Plan, and is not a Person acting on behalf of such a Benefit Plan nor using the assets of such a Benefit Plan to effect such transfer; (vi) If it is a governmental plan, foreign plan or any other plan that is subject to any Similar Law, its acquisition, holding and disposition of the Trust Certificates will not result in a nonexempt prohibited transaction under, or a violation of, Similar Law. (vii) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate or trust the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more “U.S. persons” (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Depositor and the Owner Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Depositor and the Owner Trustee). (viii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuing Entity or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Depositor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Depositor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Depositor or the Certificate Registrar, delivers an Opinion of Counsel in form and substance satisfactory to the Depositor. (d) The Depositor shall make the Rule 144A Information available to the prospective transferor and transferee of a Trust Certificate. The Company Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the Prospectus, as amended or supplemented to the date of such transfer; (ii) each Payment Date Certificate delivered to Trust Certificateholders on each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Depositor in order to comply with requests for information pursuant to Rule 144A. None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Trust Certificate under the Securities Act or any state securities laws. (e) Upon surrender for registration of its Subsidiaries may act as Security Registrar. To permit registrations transfer or exchange of transfers any Trust Certificate at the office of the Certificate Registrar and exchangesupon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401 (a) of the UCC are met, the Company Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8BEN or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (f) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuing Entity from being characterized as a “publicly traded partnership,” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1 (e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. The Company Issuers shall keep, or cause to be kept, at its their office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it they may prescribe, the Company Issuers shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails Issuers fail to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company Any of the Issuers or any of its their Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company Issuers shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company Issuers and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the CompanyIssuers, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the CompanyIssuers, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, denominations and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations Obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. The Company is not required to transfer or exchange any Security of any series selected for redemption during a period of 15 days before mailing or otherwise delivering a notice of redemption of Securities of such series to be redeemed. All certifications, Officer’s Certificates certificates and Opinions opinions of Counsel counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically electronic transfer. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in PDF format, any Security or Securities other than to be followed by require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the original document terms of, this Indenture, and to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionexamine the same to determine substantial compliance as to form with the express requirements hereof.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, thereof shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF formatfacsimile, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionfacsimile.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, Parent shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableParent, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF formatfacsimile, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionfacsimile.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II 2 and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed hereby or as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. The Company initially appoints the Trustee as Security Registrar hereunder. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicablethe Guarantor, evidencing the same indebtedness indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates certificates and Opinions opinions of Counsel counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionfacsimile.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, kept at its the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated for such purpose pursuant to Section 1002 being herein sometimes referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided Securities. The Security Register shall be in this Article II and which at written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times times, the Security Register shall be open for to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security at the “Security Registrar”). If office or agency of the Company fails designated pursuant to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 1002, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like terms. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or Securities upon receipt surrendered for registration of an Authentication Ordertransfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company 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 Securities, other than exchanges not involving any transfer. The Trustee Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment provide for the registration of a Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any Securitychanges to the registered holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Company, any paying agent Depositor and the Security Certificate Registrar the following (except that any restriction or requirement described below may deem and treat be removed or modified if the Person in whose name any Security is registered as the absolute owner of such Security Depositor has received an opinion from a nationally recognized tax counsel (which, for the purpose avoidance of receiving payment doubt, may rely on reasonable representations of principal the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on such Securities and for all other purposesor through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the Trusteedirect or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the CompanyDepositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the paying agent aggregate number of registered holders of Trust Certificates and holders of interests in Restricted Notes to exceed 95 or (2) the Security Registrar number of holders of direct or indirect interests in the Titling Company to exceed 50, shall be affected a void transfer. (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by notice one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 7 (NALT 2024-A 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the contrary. All certificationsIssuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), Officer’s Certificates (ii), (iii) and Opinions of Counsel required to be submitted (iv) above. (A) It shall provide to the Trustee Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to this the notice requirements under Section 2.05 to effect 6226(a)(2) of the Code (and any corresponding provision of state law). (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a registration transferor and transferee of transfer or exchange a Trust Certificate may be submitted by facsimile subject to withholding or sent electronically a withholding obligation, as the case may be, in PDF format, the event that the Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to be followed by delivery comply with Section 1446(f) of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionCode.

Registration of Transfer and Exchange. (a) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”) "), in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Registered Securities and the transfers transfer of Registered Securities as provided in this Article II and which at II. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and the transfer of Securities as herein provided shall any Registered Security at any office or agency to be appointed as authorized maintained by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, in accordance with the Trustee shall act as such. The Company or any provisions of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 4.02, the Company shall execute and, upon receipt of a Company Order requesting authentication and delivery, the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Except as otherwise specified pursuant to Section 2.03, in no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the same Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated "Registrar". Registered Securities of any series (other than a Global Security, except as the Security presented set forth below) may be exchanged for a like aggregate principal amount and in of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and any Guarantor thereof, if applicable, the Company shall execute and, upon receipt of a Company Order requesting the form of Guarantee or Guarantees thereonauthentication and delivery, and the Trustee shall authenticate and deliver such in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(h) or Section 2.03(r) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder's Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and, upon receipt of an Authentication Ordera Company Order requesting the authentication and delivery, the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange. (b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company's own expense or without expense or without charge to the Holders. The Trustee Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding the day of any mailing of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Security selected Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption in whole pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or in part, except more Registered Securities of such series during the unredeemed portion of any Security being redeemed in partperiod preceding the redemption date therefor. All Securities issued upon any Prior to the due presentation for registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Debt Security, the Company, the Trustee, the Company, any paying agent and the Security or any Registrar may deem and treat the Person in whose name any a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of of, and premium, if any, and interest on on, such Securities Debt Security and for all other purposespurposes whatsoever, whether or not such Debt Security is overdue, and none of the Trustee, the Company, the Trustee, any paying agent or the Security Registrar shall be affected by notice to the contrary. All certificationsTitle to any Bearer Security and any Coupons appertaining thereto shall pass by delivery. The Company, Officer’s Certificates the Trustee, the paying agent and Opinions any agent of Counsel required to the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any Coupon as the absolute owner of such Bearer Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Bearer Security or Coupon be submitted overdue, and none of the Company, the Trustee, the paying agent or any agent of the Company or the Trustee shall be affected by notice to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissioncontrary.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). If Upon surrender for transfer of any Security at the office or agency of the Company fails to appoint or maintain another entity as Security Registrardesignated for such purpose, the Company shall execute, the Trustee shall act as such. The Company authenticate and such office or any agency shall deliver in the name of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized denominationsattorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any Guarantor thereofexchange or registration of transfer of Securities, if applicableor issue of new Securities in case of partial redemption of any series or repurchase, shall execute conversion or exchange of less than the form entire principal amount of Guarantee a Security, but the Company may require payment of a sum sufficient to cover any tax or Guarantees thereonother governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Security selected Securities of any series or portions thereof called for redemption in whole or in partsurrendered for repurchase, except but not validly withdrawn, other than the unredeemed portion of any Security such Securities being redeemed in part. All Securities issued upon any registration of transfer part or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereofnot surrendered for repurchase, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or exchange. Prior under applicable law with respect to such due presentment for the registration of a any transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person interest in whose name any Security is registered as the absolute owner (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such Security for the purpose of receiving payment of principal of certificates and interest on such Securities and for all other purposesdocumentation or evidence as are expressly required by, and none of to do so if and when expressly required by the Trusteeterms of, this Indenture, and to examine the Company, same to determine substantial compliance as to form with the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionexpress requirements hereof.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment provide for the registration of a Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any Securitychanges to the registered holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Company, any paying agent Depositor and the Security Certificate Registrar the following (except that any restriction or requirement described below may deem and treat be removed or modified if the Person in whose name any Security is registered as the absolute owner of such Security Depositor has received an opinion from a nationally recognized tax counsel (which, for the purpose avoidance of receiving payment of principal of and interest doubt, may rely on such Securities and for all other purposes, and none reasonable representations of the Trustee, applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the Company, tax opinions that were rendered on the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required Closing Date to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery inaccurate if rendered as of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.transfer date and will not cause a material adverse effect on any Noteholder):

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by recognized except upon registration of such transfer. Wilmington Trust Company is hereby appointed as the Trusteeinitial Certificate Registrar. The registrar for Certificate Registrar hereby agrees to notify the purpose Paying Agent in writing of registering Securities and any changes to the transfer Registered Holders of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”)Trust Certificates. If the Company fails Certificate Registrar shall for any reason become unable to appoint or maintain another entity act as Security Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as suchsuccessor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000, (B) it causes its proposed transferee to provide to the Issuing Entity and the Certificate. Registrar a letter substantially in the form of Exhibit C hereto, or such other written statement as the Depositor shall prescribe and (C) the Depositor consents in writing to the proposed transfer, which consent shall be granted unless the Depositor determines that such transfer would create a risk that the Issuing Entity or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan, will not acquire or hold the Trust Certificates being transferred on behalf of or with “plan assets” (within the meaning of 29. C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) of a Benefit Plan, and is not a Person acting on behalf of such a Benefit Plan nor using the assets of such a Benefit Plan to effect such transfer; (vi) If it is a governmental plan, foreign plan or any other plan that is subject to any applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), its acquisition, holding and disposition of the Trust Certificates will not result in a nonexempt prohibited transaction under, or a violation of, Similar Law. (vii) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate or trust the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more “U.S. persons” (as such term is defined in the Code) have the authority to control all substantial decisions of the Issuing Entity. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Depositor and the Owner Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Depositor and the Owner Trustee). (viii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuing Entity or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Depositor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Depositor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Depositor or the Certificate Registrar, delivers an Opinion of Counsel in form and substance satisfactory to the Depositor. (d) The Depositor shall make the Rule 144A Information available to the prospective transferor and transferee of a Trust Certificate. The Company Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the Prospectus, as amended or supplemented to the date of such transfer; (ii) each Payment Date Certificate delivered to Trust Certificateholders on each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Depositor in order to comply with requests for information pursuant to Rule 144A. None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Trust Certificate under the Securities Act or any state securities laws. (e) Upon surrender for registration of its Subsidiaries may act as Security Registrar. To permit registrations transfer or exchange of transfers any Trust Certificate at the office of the Certificate Registrar and exchangesupon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401 (a) of the UCC are met, the Company Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8BEN or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate, Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (f) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuing Entity from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1 (e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the Trusteeinitial Certificate Registrar. The registrar for Certificate Registrar hereby agrees to notify the purpose Paying Agent in writing of registering Securities and any changes to the transfer Registered Holders of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”)Trust Certificates. If the Company fails Certificate Registrar shall for any reason become unable to appoint or maintain another entity act as Security Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as suchsuccessor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. The Company If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar the following (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the aggregate number of registered holders of Trust Certificates and holders of interests in Restricted Notes to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii), (iii) and (iv) above. (A) It shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the 8 (NALT 2020-B Amended and Restated Trust Agreement) extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Code (and any corresponding provision of state law). (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a transferor and transferee of a Trust Certificate may be subject to withholding or a withholding obligation, as the case may be, in the event that the Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to comply with Section 1446(f) of the Code. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person, (ii) such transferee is not, and will not be, acquiring or holding the Trust Certificate for, on behalf of, or with the assets of a Benefit Plan Investor, and (iii) if such transferee is acquiring or holding the Trust Certificate for, on behalf of, or with the assets of a Plan that is subject to Similar Law, its acquisition, holding and disposition of the Trust Certificates (or interest therein) will not result in a violation of Similar Law and will not result in the assets of the Issuing Entity being (a) plan assets of such Plan or (b) subject to Similar Law. A “Non-U.S. Person” means any Person who is not (a) a citizen or resident of the United States who is a natural person, (b) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (c) an estate, the income of which is subject to U.S. federal income taxation, regardless of its Subsidiaries may act source, (d) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as Security Registrar. To permit registrations defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of transfers the trust; or (e) a trust that was in existence prior to August 20, 1996 and exchangesthat, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (d). (c) By acceptance of any Trust Certificate, the Company related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange the Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount dated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, as the case may be. 9 (NALT 2020-B Amended and Restated Trust Agreement) The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in authorized denominationsorder to comply with applicable law, and any Guarantor thereof, if applicable, to establish such transferee’s complete exemption from deduction or withholding (including backup withholding) of U.S. federal income tax in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may of Trust Certificates. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. No transfer will be submitted by facsimile or sent electronically in PDF formateffectuated hereunder unless the Certificate Registrar has received the transfer documentation required hereunder. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuing Entity from being characterized as a “publicly traded partnership,” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Computershare is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and the transfers will not be listed on any exchange. No transfer of Securities as provided in this Article II and which at all reasonable times a Trust Certificate shall be open for inspection by made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as to which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. The registrar for Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the purpose of registering Securities Trust Certificates and the 2023-1 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities as herein Act pursuant to the registration exemption provided shall be appointed as authorized by Board Resolution (Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security RegistrarSecuritization Trust, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesOwner Trustee, the Trust Company shall execute and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate is to contain a new Security or Securities of legend in the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute form set forth on the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be any Trust Certificate at the valid obligations office of the Company Certificate Registrar and any Guarantor thereof, if applicable, evidencing upon compliance with the same indebtedness as the Securities surrendered upon provisions of this Agreement relating to such registration of transfer or exchange. Prior , provided that the requirements of Section 8-401(a) of the UCC are met, the Owner Trustee upon written direction of the Depositor shall execute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates of a like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such due presentment for execution, authentication and delivery, the registration Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. Notwithstanding the foregoing, no sale or transfer of a Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or transfer thereof increases the number of any SecurityTrust Certificateholders and Titling Trust Certificateholders to more than ninety-five (95). For purposes of determining the total number of Trust Certificateholders, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute a beneficial owner of such Security an interest in a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”) that owns, directly or through other Flow-Through Entities, a Trust Certificate, is treated as a holder of a Trust Certificate if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is attributed to the Flow-Through Entity’s interest in the Trust Certificate or (ii) a principal purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none the use of the Trustee, Flow-Through Entity to hold the Company, Trust Certificate is to satisfy the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.95 holder limitation set out

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Computershare is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and the transfers will not be listed on any exchange. No transfer of Securities as provided in this Article II and which at all reasonable times a Trust Certificate shall be open for inspection by made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as to which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. The registrar for Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the purpose of registering Securities Trust Certificates and the 2022-2 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities as herein Act pursuant to the registration exemption provided shall be appointed as authorized by Board Resolution (Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security RegistrarSecuritization Trust, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesOwner Trustee, the Trust Company shall execute and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate is to contain a new Security or Securities of legend in the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute form set forth on the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be any Trust Certificate at the valid obligations office of the Company Certificate Registrar and any Guarantor thereof, if applicable, evidencing upon compliance with the same indebtedness as the Securities surrendered upon provisions of this Agreement relating to such registration of transfer or exchange. Prior , provided that the requirements of Section 8-401(a) of the UCC are met, the Owner Trustee upon written direction of the Depositor shall execute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates of a like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such due presentment for execution, authentication and delivery, the registration Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. Notwithstanding the foregoing, no sale or transfer of a Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or transfer thereof increases the number of any SecurityTrust Certificateholders and Titling Trust Certificateholders to more than ninety-five (95). For purposes of determining the total number of Trust Certificateholders, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute a beneficial owner of such Security an interest in a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”) that owns, directly or through other Flow-Through Entities, a Trust Certificate, is treated as a holder of a Trust Certificate if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is attributed to the Flow-Through Entity’s interest in the Trust Certificate or (ii) a principal purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none the use of the Trustee, Flow-Through Entity to hold the Company, Trust Certificate is to satisfy the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.95 holder limitation set out

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment provide for the registration of a Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any Securitychanges to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Company, any paying agent Depositor and the Security Certificate Registrar the following (except that any restriction or requirement described below may deem and treat be removed or modified if the Person in whose name any Security is registered as the absolute owner of such Security Depositor has received an opinion from a nationally recognized tax counsel (which, for the purpose avoidance of receiving payment doubt, may rely on reasonable representations of principal the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on such Securities and for all other purposesor through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the Trusteedirect or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the CompanyDepositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the paying agent number of registered holders of Trust Certificates to exceed 95 or (2) the Security Registrar number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be affected a void transfer. 7 (NALT 2018-A Amended and Restated Trust Agreement) (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by notice one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the contrary. All certificationsIssuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), Officer’s Certificates (ii), (iii) and Opinions of Counsel required to be submitted (iv) above. (A) It shall provide to the Trustee Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Code, hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to this the notice requirements under Section 2.05 to effect 6226(a)(2) of the Code. 8 (NALT 2018-A Amended and Restated Trust Agreement) (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a registration transferor and transferee of transfer or exchange a Trust Certificate may be submitted by facsimile subject to withholding or sent electronically a withholding obligation, as the case may be, in PDF format, the event that the Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to be followed by delivery comply with Section 1446(f) of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionCode.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by recognized except upon registration of such transfer. Wilmington Trust Company is hereby appointed as the Trusteeinitial Certificate Registrar. The registrar for Certificate Registrar hereby agrees to notify the purpose Paying Agent in writing of registering Securities and any changes to the transfer Registered Holders of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”)Trust Certificates. If the Company fails Certificate Registrar shall for any reason become unable to appoint or maintain another entity act as Security Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as suchsuccessor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000, (B) it causes its proposed transferee to provide to the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit C hereto, or such other written statement as the Depositor shall prescribe and (C) the Depositor consents in writing to the proposed transfer, which consent shall be granted unless the Depositor determines that such transfer would create a risk that the Issuing Entity or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, will not acquire or hold the Trust Certificates being transferred on behalf of or with “plan assets” (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, and is not a Person acting on behalf of such a Benefit Plan nor using the assets of such a Benefit Plan to effect such transfer; (vi) If it is a Benefit Plan subject to any Similar Law, its acquisition, holding and disposition of the Trust Certificates will not result in a non-exempt prohibited transaction under, or a violation of, Similar Law and will not result in the assets of the Issuing Entity being considered plan assets of such Benefit Plan under Similar Law. (vii) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate or trust the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more “U.S. persons” (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Depositor and the Owner Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Depositor and the Owner Trustee). (viii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuing Entity or any other Person as a Trust Certificateholder for any purpose. Notwithstanding paragraphs (i) and (ii) and clause (1) of paragraph (iii) above, a transfer shall be valid if the Owner Trustee and the Servicer are provided with a written opinion of counsel that such transfer will not cause the Issuing Entity to be a publicly traded partnership taxable as a corporation. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Depositor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Depositor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Depositor or the Certificate Registrar, delivers an Opinion of Counsel in form and substance satisfactory to the Depositor. (d) The Depositor shall make the Rule 144A Information available to the prospective transferor and transferee of a Trust Certificate. The Company Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the Prospectus, as amended or supplemented to the date of such transfer; (ii) each Payment Date Certificate delivered to Trust Certificateholders on each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Depositor in order to comply with requests for information pursuant to Rule 144A. None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Trust Certificate under the Securities Act or any state securities laws. (e) Upon surrender for registration of its Subsidiaries may act as Security Registrar. To permit registrations transfer or exchange of transfers any Trust Certificate at the office of the Certificate Registrar and exchangesupon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401 (a) of the UCC are met, the Company Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8BEN or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (f) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuing Entity from being characterized as a “publicly traded partnership,” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1 (e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment provide for the registration of a Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any Securitychanges to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Company, any paying agent Depositor and the Security Certificate Registrar the following (except that any restriction or requirement described below may deem and treat be removed or modified if the Person in whose name any Security is registered as the absolute owner of such Security Depositor has received an opinion from a nationally recognized tax counsel (which, for the purpose avoidance of receiving payment doubt, may rely on reasonable representations of principal the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on such Securities and for all other purposesor through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the Trusteedirect or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the CompanyDepositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the paying agent aggregate number of registered holders of Trust Certificates and holders of interests in Restricted Notes to exceed 95 or (2) the Security Registrar number of holders of direct or indirect interests in the Titling Company to exceed 50, shall be affected a void transfer. (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by notice one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) 7 (NALT 2021-A Amended and Restated Trust Agreement) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the contrary. All certificationsIssuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), Officer’s Certificates (ii), (iii) and Opinions of Counsel required to be submitted (iv) above. (A) It shall provide to the Trustee Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to this the notice requirements under Section 2.05 to effect 6226(a)(2) of the Code (and any corresponding provision of state law). (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a registration transferor and transferee of transfer or exchange a Trust Certificate may be submitted by facsimile subject to withholding or sent electronically a withholding obligation, as the case may be, in PDF format, the event that the Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to be followed by delivery comply with Section 1446(f) of the original document to Trustee within three Code. 8 (3) Business Days of delivery by facsimile or PDF transmission.NALT 2021-A Amended and Restated Trust Agreement)

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Computershare is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and the transfers will not be listed on any exchange. No transfer of Securities as provided in this Article II and which at all reasonable times a Trust Certificate shall be open for inspection by made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as to which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. The registrar for Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the purpose of registering Securities Trust Certificates and the 2023-3 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities as herein Act pursuant to the registration exemption provided shall be appointed as authorized by Board Resolution (Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security RegistrarSecuritization Trust, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesOwner Trustee, the Trust Company shall execute and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate is to contain a new Security or Securities of legend in the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute form set forth on the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be any Trust Certificate at the valid obligations office of the Company Certificate Registrar and any Guarantor thereof, if applicable, evidencing upon compliance with the same indebtedness as the Securities surrendered upon provisions of this Agreement relating to such registration of transfer or exchange. Prior , provided that the requirements of Section 8-401(a) of the UCC are met, the Owner Trustee upon written direction of the Depositor shall execute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates of a like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such due presentment for execution, authentication and delivery, the registration Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. Notwithstanding the foregoing, no sale or transfer of a Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or transfer thereof increases the number of any SecurityTrust Certificateholders and Titling Trust Certificateholders to more than ninety-five (95). For purposes of determining the total number of Trust Certificateholders, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute a beneficial owner of such Security an interest in a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”) that owns, directly or through other Flow-Through Entities, a Trust Certificate, is treated as a holder of a Trust Certificate if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is attributed to the Flow-Through Entity’s interest in the Trust Certificate or (ii) a principal purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none the use of the Trustee, Flow-Through Entity to hold the Company, Trust Certificate is to satisfy the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.95 holder limitation set out

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, denominations and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations Obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. The Company is not required to transfer or exchange any Security of any series selected for redemption during a period of 15 days before mailing or otherwise delivering a notice of redemption of Securities of such series to be redeemed. All certifications, Officer’s Certificates certificates and Opinions opinions of Counsel counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionfacsimile.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02the Borough of Manhattan, the City and State of New York, or such other location designated by the Company, a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). If Upon surrender for transfer of any Security at the office or agency of the Company fails to appoint or maintain another entity as Security Registrardesignated for such purpose, the Company shall execute, the Trustee shall act as such. The Company authenticate and such office or any agency shall deliver in the name of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx's duly authorized denominationsattorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any Guarantor thereofexchange or registration of transfer of Securities, if applicableor issue of new Securities in case of partial redemption of any series, shall execute but the form Company may require payment of Guarantee a sum sufficient to cover any tax or Guarantees thereonother governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. Section 9.04 not involving any transfer. (d) The Trustee Company shall not be required (i) to issue, exchange or register the transfer of or exchange any Security selected for redemption in whole or in part, except Securities during a period beginning at the unredeemed portion opening of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.business 15 days before the

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the Trusteeinitial Certificate Registrar. The registrar for Certificate Registrar hereby agrees to notify the purpose Paying Agent in writing of registering Securities and any changes to the transfer Registered Holders of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”)Trust Certificates. If the Company fails Certificate Registrar shall for any reason become unable to appoint or maintain another entity act as Security Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as suchsuccessor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. The Company If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar the following (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the aggregate number of registered holders of Trust Certificates and holders of interests in Restricted Notes to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii), (iii) and (iv) above. (A) It shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Code (and any corresponding provision of state law). (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a transferor and transferee of a Trust Certificate may be subject to withholding or a withholding obligation, as the case may be, in the event that the Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to comply with Section 1446(f) of the Code. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person, (ii) such transferee is not, and will not be, acquiring or holding the Trust Certificate for, on behalf of, or with the assets of a Benefit Plan Investor, and (iii) if such transferee is acquiring or holding the Trust Certificate for, on behalf of, or with the assets of a Plan that is subject to Similar Law, its acquisition, holding and disposition of the Trust Certificates (or interest therein) will not result in a violation of Similar Law and will not result in the assets of the Issuing Entity being (a) plan assets of such Plan or (b) subject to Similar Law. A “Non-U.S. Person” means any Person who is not (a) a citizen or resident of the United States who is a natural person, (b) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (c) an estate, the income of which is subject to U.S. federal income taxation, regardless of its Subsidiaries may act source, (d) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as Security Registrar. To permit registrations defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of transfers the trust; or (e) a trust that was in existence prior to August 20, 1996 and exchangesthat, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (d). (c) By acceptance of any Trust Certificate, the Company related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange the Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount dated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, as the case may be. The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in authorized denominationsorder to comply with applicable law, and any Guarantor thereof, if applicable, to establish such transferee’s complete exemption from deduction or withholding (including backup withholding) of U.S. federal income tax in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may of Trust Certificates. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. No transfer will be submitted by facsimile or sent electronically in PDF formateffectuated hereunder unless the Certificate Registrar has received the transfer documentation required hereunder. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuing Entity from being characterized as a “publicly traded partnership,” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any changes to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the transfers of Securities as provided in this Article II and Servicer. The Owner Trustee shall promptly appoint a successor, which at all reasonable times shall be open for inspection another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. 6 (NALT 2016-A Amended and Restated Trust Agreement) If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee. The registrar , the Depositor and the Certificate Registrar the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It (x) either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) Unless the Depositor has received an opinion from a nationally recognized tax counsel (which, for the purpose avoidance of registering Securities doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that the proposed transfer or the type of transfer described by this paragraph, without the representation pursuant to this paragraph, will not cause the Issuing Entity to be treated as an association 7 (NALT 2016-A Amended and Restated Trust Agreement) or publicly traded partnership taxable as a corporation for United States Federal income tax purposes, it will not (i) beneficially own 80% or more of the transfer Trust Certificates (or interest therein) at any time that a member of Securities an expanded group (as herein provided shall be appointed defined in Proposed Treasury Regulation section 1.385-1(b)(3) or any successor regulation then in effect) that includes such holder beneficially owns any Note. (v) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as authorized a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii), (iii) and (iv) above. (vi) Prior to December 31, 2017 or such later date that subchapter C of chapter 63 of subtitle F of the Code as amended by Board Resolution the Bipartisan Budget Act of 2015 (the “Security RegistrarAmended Partnership Audit Rules”) shall apply to the Issuing Entity, (A) it shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Amended Partnership Audit Rules, hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Amended Partnership Audit Rules. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person, (ii) such transferee is not a Benefit Plan Investor, and (iii) if such transferee is a “governmental plan” (as defined in Section 3(32) of ERISA) or any other plan that is subject to Similar Law, its acquisition, holding and disposition of the Trust Certificates (or interest therein) will not result in a violation of Similar Law and will not result in the assets of the Issuing Entity being plan assets of such plan under Similar Law. A “Non-U.S. Person” means any Person who is not (a) a citizen or resident of the United States who is a natural person, (b) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (c) an estate, the income of which is subject to United States Federal income taxation, regardless of its source, (d) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; or (e) a trust that was in existence prior to August 20, 1996 and that, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (d). If the Company fails to appoint or maintain another entity as Security Registrar8 (NALT 2016-A Amended and Restated Trust Agreement) (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange the Owner Trustee shall act as such. The Company execute and shall, or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers shall cause the Authenticating Agent to, authenticate and exchangesdeliver, in the Company shall execute a new Security or Securities name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required to register establish such transferee’s complete exemption from deduction or withholding (including backup withholding) of U.S. federal income tax in form satisfactory to the transfer of Certificate Registrar duly executed by the Trust Certificateholder or exchange any Security selected such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuing Entity from being characterized as a “publicly traded partnership,” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by a Board Resolution of the Company (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, thereof shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any Guarantor, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, any Guarantor, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF formatfacsimile, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionfacsimile.

Registration of Transfer and Exchange. (a) The Company Partnership shall keep, keep or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers for each series of Debt Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”) "), in which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as provided in this Article II and which at provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and the transfer of Securities as herein provided shall any Debt Security at any office or agency to be appointed as authorized maintained by Board Resolution (the “Security Registrar”). If Partnership in accordance with the Company fails to appoint or maintain another entity as Security Registrarprovisions of Section 4.02, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company Partnership shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such in the name of the transferee or transferees a new Debt Security or Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Partnership by a Partnership Order, the register of the Partnership for the purpose of registration, exchange or registration of transfer of the Debt Securities shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated "Registrar." Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Partnership as provided in Section 4.02, and the Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Partnership, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Partnership, the Trustee and the Registrar, duly executed by the Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon receipt transfer of an Authentication OrderDebt Securities shall be the valid obligations of the Partnership, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Partnership may require payment of a sum sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Partnership's own expense or without expense or without charge to the Holders. The Trustee Partnership shall not be required (i) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing of notice of redemption of Debt Securities of such series or (ii) to register the transfer of or exchange any Security selected Debt Securities selected, called or being called for redemption in whole or in part, except redemption. Prior to the unredeemed portion of any Security being redeemed in part. All Securities issued upon any due presentation for registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Debt Security, the Partnership, the Trustee, the Company, any paying agent and the Security Paying Agent or any Registrar may deem and treat the Person in whose name any a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of of, and premium, if any, and (subject to Section 2.12) interest on on, such Securities Debt Security and for all other purposespurposes whatsoever, whether or not such Debt Security is overdue, and none of the Partnership, the Trustee, the Company, the paying agent any Paying Agent or the Security any Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery None of the original document Partnership, the Trustee, any agent of the Trustee, any Paying Agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.04(b), the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by the Trusteerecognized except upon registration of such transfer. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be U.S. Bank National Association is hereby appointed as authorized by Board Resolution (the initial “Security Certificate Registrar”). If Upon any resignation of the Company fails to appoint or maintain another entity as Security Certificate Registrar, the Owner Trustee shall act promptly appoint a successor. (b) Each Trust Certificate shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Trust Certificate attached as suchExhibit A hereto, unless determined otherwise by the Administrator (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. The Company As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over‑the‑counter‑market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It will be the beneficial owner of the Trust Certificate and it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $500,000, (B) it causes its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesproposed transferee to provide to the Issuer, the Company Certificate Registrar and the Underwriter a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless, after consulting counsel, the Transferor determines that such transfer would create a risk that the Issuer or the Vehicle Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates, or trust certificates of any related issuer, in the aggregate to exceed 99 (provided that, each separate entity will be considered as a single registered holder, regardless of the number of trust certificates held by such entity) or (2) the number of holders of direct or indirect interests in the Vehicle Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuer that the Issuer is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. (vi) It is a Person who is either (A)(1) a citizen or resident of the United States or (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (B) an estate the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more U.S. Persons (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non‑foreign status signed under penalty of perjury (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor, the Owner Trustee and the Certificate Registrar). (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuer or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Issuer and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor, the Certificate Registrar or the Underwriter, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor and the Underwriter. (iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any State or any other jurisdiction, and such investor executes and delivers to the Issuer and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W‑9 (or successor form) or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704‑1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, Parent shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableParent, evidencing the same indebtedness indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates certificates and Opinions opinions of Counsel counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionfacsimile.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any the Guarantor thereof, if applicable, shall execute the form of a new Guarantee or Guarantees thereon, to be endorsed thereon and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereofthe Guarantor, if as applicable, evidencing the same indebtedness indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, the Guarantor, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the Guarantor, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates certificates and Opinions opinions of Counsel counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionfacsimile.

Registration of Transfer and Exchange. Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a warrant register (the "Warrant Register") as they are issued. The Company shall keepbe entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or cause interest in, such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be keptregistered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer, at or with the knowledge of such facts that its office participation therein amounts to bad faith. This Warrant shall be transferable on the books of the Company only upon delivery thereof duly endorsed by the Holder or agency designated for such purpose as provided in Section 4.02by his duly authorized attorney or representative, a register or registers (the “Security Register”) in whichaccompanied by proper evidence of succession, subject assignment, or authority to such reasonable regulations as it may prescribetransfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his, her, or its authority shall be produced. Upon any registration of transfer, the Company shall register deliver a new Warrant or Warrants to the Securities person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the transfers aggregate the right to purchase a like number of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution Warrant Shares (the “Security Registrar”or portions thereof). If , upon surrender to the Company fails to appoint or maintain another entity as Security Registrar, its duly authorized agent. Notwithstanding the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesforegoing, the Company shall execute a new Security or Securities have no obligation to cause Warrants to be transferred on its books to any person if, in the opinion of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required counsel to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent such transfer does not comply with the provisions of the Securities Act and the Security Registrar may deem rules and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionregulations thereunder.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, kept at its office or agency designated for such purpose as provided in Section 4.02, the Corporate Trust Office of the Trustee a register or registers (the “register maintained in such office being herein sometimes referred to as the "Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security of a series at the “Security Registrar”). If office or agency of the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any in a Place of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesPayment for that series, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or Securities upon receipt surrendered for registration of an Authentication Ordertransfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Trustee Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities issued registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor is appointed by the Company within 90 days of receipt by the Company of such notice, (ii) such Depositary has ceased to be a clearing agency registered under the Exchange Act and no qualified successor is appointed by the Company within 90 days after such termination, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, or (iv) there shall have occurred and be continuing an Event of Default with respect to such Global Security. If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article Three. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to this Section 305 and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Every Security authenticated and delivered upon any registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three, Section 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of Securities a Person other than the Depositary for such Global Security or a nominee thereof. The Depositary or its nominee, as the registered owner of a Global Security, shall be the valid obligations Holder of such Global Security for all purposes under this Indenture and the Company Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any Guarantor thereofsuch owner's beneficial interest in a Global Security shall be shown only on, if applicable, evidencing and the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Securitysuch interest shall be effected only through, records maintained by the Trustee, Depositary or its nominee or its Agent Members. Neither the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or Trustee nor the Security Registrar shall have any liability in respect of any transfers effected by the Depositary. The rights of owners of beneficial interests in a Global Security shall be affected exercised only through the Depositary and shall be limited to those established by notice to law and agreements between such owners and the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionDepositary and/or its Agent Members.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, denominations and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableCompany, evidencing the same indebtedness indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates certificates and Opinions opinions of Counsel counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionvia Electronic Means.

Registration of Transfer and Exchange. The Company (a) Notwithstanding any provision to the contrary herein, so long as a Note remains outstanding, transfers and exchange of beneficial interests in Global Notes or transfers and exchange of Definitive Notes, in whole or in part, shall keepbe made only in accordance with this Section 2.7. (b) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in one of the other Global Notes will, or cause upon transfer, cease to be keptan interest in such Global Note and become an interest in one of the other Global Notes and, at its office or agency designated accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such purpose an interest. (c) Each Private Placement Note issued under this Indenture shall, upon issuance, bear the legend set forth herein and such legend shall not be removed from such Private Placement Note except as provided in Section 4.02the next sentence. The legend required for any Private Placement Note may be removed from such Private Placement Note if there is delivered to the Issuer and the Trustee such satisfactory evidence, which may include an opinion of independent counsel licensed to practice law in the State of New York, as may be reasonably required by the Issuer, that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Private Placement Note will not violate the registration requirements of the U.S. Securities Act, and the Issuer consents to such removal. Upon provision of such satisfactory evidence, the Trustee, at the written direction of the Issuer, shall authenticate and deliver in exchange for such Private Placement Note, another Private Placement Note or Private Placement Note having an equal aggregate principal amount that does not bear such legend. If such a register legend required for one of the Private Placement Notes has been removed from such Private Placement Note as provided above, no other Private Placement Note issued in exchange for all or registers any part of such Private Placement Note shall bear such legend, unless the Issuer has reasonable cause to believe that such other Note shall require a legend under the U.S. Securities Act and instructs the Trustee in writing to cause a legend to appear thereon. The Notes shall bear the following legend (the “Security RegisterPrivate Placement Legend”) on the face thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (THE “ISSUER”) OR OTHERWISE AS PERMITTED BY LAW. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN AN INDENTURE, DATED AS OF [ ], 2014, BY AND AMONG THE ISSUER, AS ISSUER, CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. AND CME MEDIA ENTERPRISES B.V., AS GUARANTORS, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS PAYING AGENT AND TRANSFER AGENT, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS REGISTRAR, AS MODIFIED OR SUPPLEMENTED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER). ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE THAT CONTRAVENE SUCH RESTRICTIONS SHALL BE NULL AND VOID. (d) By its acceptance of any Note bearing the Private Placement Legend, each holder of such Private Placement Note acknowledges the restrictions on transfer of such Private Placement Note set forth in which, subject to this Indenture and in the Private Placement Legend and agrees that it will transfer such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities Private Placement Note only as provided in this Article II Indenture. Neither the Trustee nor any Paying Agent, Transfer Agent or Registrar shall have any obligation or duty to, and which shall not be liable for any failure to, monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among members of, or participants in, the Clearing Agency (“Agent Members”) or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall retain copies of all letters, notices and other written communications received pursuant to Section 2.6 or this Section 2.7. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at all any reasonable times time upon the giving of reasonable written notice to the Trustee. (e) Definitive Notes shall be open transferable only upon the surrender of a Definitive Note for inspection by registration of transfer. When a Definitive Note is presented to the Trustee. The registrar for Registrar or a co-Registrar with a request to register a transfer, the purpose of registering Securities and Registrar shall register the transfer as requested if its requirements for such transfers are met. When Definitive Notes are presented to the Registrar or a co-Registrar with a request to exchange them for an equal principal amount of Securities Definitive Notes of other denominations, the Registrar shall make the exchange as herein provided requested if the same requirements are met. When a Definitive Note is presented to the Registrar with a request to transfer in part, the transferor shall be appointed as authorized by Board Resolution (entitled to receive without charge a definitive security representing the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any balance of its Subsidiaries may act as Security Registrarsuch Definitive Note not transferred. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security Definitive Notes at the Registrar’s or Securities upon receipt of an Authentication Order. The Trustee shall not be required co-Registrar’s written request. (f) Prior to register the transfer of or exchange any Security selected due presentation for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any SecurityDefinitive Note, the Issuer, any Guarantor, the Trustee, any Paying Agent or any Transfer Agent, the Company, Registrar or any paying co-Registrar and any agent and the Security Registrar of any of them may deem and treat the Person in whose name any Security a Definitive Note is registered as the absolute owner of such Security Definitive Note for the purpose of receiving payment of principal of and principal, interest or Additional Amounts, if any, on such Securities Definitive Note and for all other purposespurposes whatsoever, whether or not such Definitive Note is overdue, and none of the Issuer, any Guarantor, the Trustee, the Companyany Paying Agent or any Transfer Agent, the paying Registrar and any agent of any of them or the Security any co-Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions . (g) A holder of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of Notes may transfer or exchange Notes in accordance with this Indenture. The Issuer, the Registrar and the Trustee for the Notes may require a holder of a Note to furnish appropriate endorsements and transfer documents, and the Issuer may require such holder to pay any taxes and fees required by law or permitted by this Indenture. The Issuer is not required to transfer or exchange any Note selected for redemption. Also, the Issuer is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be submitted by facsimile redeemed. The registered holder of a Note will be treated as the owner of it for all purposes. No service charge will be made to any holder of Notes for any registration or sent electronically transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other similar government charge payable in PDF formatconnection therewith. (h) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the corresponding Notes surrendered upon such transfer or exchange. (i) The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the holders and shall otherwise comply with Section 312(a) of the TIA. If the Trustee is not the Registrar, or to the extent otherwise required under the TIA, the Issuer shall furnish, or cause the Registrar to furnish, to be followed by delivery the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the original document names and addresses of the holders of the Notes and shall otherwise comply with Section 312(a) of the TIA. (i) If any holder of a Private Placement Definitive Note proposes to Trustee within three exchange such Note for a beneficial interest in a Private Placement Global Note or to transfer such Private Placement Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Private Placement Global Note, then, upon receipt by the Registrar of the following documentation: (1) if the holder of such Private Placement Definitive Note proposes to exchange such Note for a beneficial interest in a Private Placement Global Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1) thereof; (2) if such Private Placement Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; or (3) Business Days if such Private Placement Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof, the Trustee shall cancel the Private Placement Definitive Note and increase or cause to be increased the aggregate principal amount of the applicable Private Placement Global Note. (ii) A holder of a Private Placement Definitive Note may exchange such Note for a beneficial interest in a Registered Global Note or transfer such Private Placement Definitive Note to a Person who takes delivery by facsimile thereof in the form of a beneficial interest in a Registered Global Note only if the Registrar receives the following: (1) if the holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Registered Global Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (3) thereof; or (2) if the holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Registered Global Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the applicable certifications in item (4) thereof; and, in each such case set forth in this paragraph (ii), if the Registrar or PDF transmissionthe Issuer so requests or if the applicable procedures of DTC so require, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.7(j)(ii), the Trustee shall cancel such Private Placement Definitive Note and increase or cause to be increased the aggregate principal amount of the Registered Global Note. (iii) A holder of an Registered Definitive Note may exchange such Note for a beneficial interest in a Registered Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Registered Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Registered Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Registered Global Notes. Notwithstanding anything to the contrary in this Section 2.7(j) or elsewhere in this Indenture, all transfers shall be processed or effected in accordance with Securities Transfer Association Guidelines.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any changes to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of Securities the legend on the form of Trust Certificate attached as provided Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar the following (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from a nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. 7 (NALT 2017-B Amended and Restated Trust Agreement) (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this Article II and which at all reasonable times paragraph, any Restricted Notes shall be open taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for inspection purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii), (iii) and (iv) above. (vi) Prior to December 31, 2017 or such later date that subchapter C of chapter 63 of subtitle F of the Code as amended by the Trustee. The registrar for the purpose Bipartisan Budget Act of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution 2015 (the “Security RegistrarAmended Partnership Audit Rules”)) shall apply to the Issuing Entity, (A) it shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with the 8 (NALT 2017-B Amended and Restated Trust Agreement) Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Amended Partnership Audit Rules, hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Amended Partnership Audit Rules. If and to the Company fails extent transfers are permitted pursuant to appoint or maintain another entity Section 3.10, as Security Registrara condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person, (ii) such transferee is not a Benefit Plan Investor, and (iii) if such transferee is a “governmental plan” (as defined in Section 3(32) of ERISA) or any other plan that is subject to Similar Law, its acquisition, holding and disposition of the Trust Certificates (or interest therein) will not result in a violation of Similar Law and will not result in the assets of the Issuing Entity being plan assets of such plan under Similar Law. A “Non-U.S. Person” means any Person who is not (a) a citizen or resident of the United States who is a natural person, (b) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (c) an estate, the income of which is subject to U.S. federal income taxation, regardless of its source, (d) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; or (e) a trust that was in existence prior to August 20, 1996 and that, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (d). (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange the Owner Trustee shall act as such. The Company execute and shall, or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers shall cause the Authenticating Agent to, authenticate and exchangesdeliver, in the Company shall execute a new Security or Securities name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required to register establish such transferee’s complete exemption from deduction or withholding (including backup withholding) of U.S. federal income tax in form satisfactory to the transfer of Certificate Registrar duly executed by the Trust Certificateholder or exchange any Security selected such Person’s attorney duly authorized in writing. 9 (NALT 2017-B Amended and Restated Trust Agreement) No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuing Entity from being characterized as a “publicly traded partnership,” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment provide for the registration of a Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any Securitychanges to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Company, any paying agent Depositor and the Security Certificate Registrar the following (except that any restriction or requirement described below may deem and treat be removed or modified if the Person in whose name any Security is registered as the absolute owner of such Security Depositor has received an opinion from a nationally recognized tax counsel (which, for the purpose avoidance of receiving payment doubt, may rely on reasonable representations of principal the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on such Securities and for all other purposesor through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the Trusteedirect or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the CompanyDepositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the paying agent aggregate number of registered holders of Trust Certificates and holders of interests in Restricted Notes to exceed 95 or (2) the Security Registrar number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be affected a void transfer. 7 (NALT 2019-A Amended and Restated Trust Agreement) (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by notice one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the contrary. All certificationsIssuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), Officer’s Certificates (ii), (iii) and Opinions of Counsel required to be submitted (iv) above. (A) It shall provide to the Trustee Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent the Issuing Entity determines such appointment necessary for it to make an 8 (NALT 2019-A Amended and Restated Trust Agreement) election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to this the notice requirements under Section 2.05 to effect 6226(a)(2) of the Code (and any corresponding provision of state law). (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a registration transferor and transferee of transfer or exchange a Trust Certificate may be submitted by facsimile subject to withholding or sent electronically a withholding obligation, as the case may be, in PDF format, the event that the Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to be followed by delivery comply with Section 1446(f) of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionCode.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, Guarantors shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableGuarantors, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, [the Guarantors,] any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, [the Guarantors,] the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF formatfacsimile, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionfacsimile.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Computershare is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and the transfers will not be listed on any exchange. No transfer of Securities as provided in this Article II and which at all reasonable times a Trust Certificate shall be open for inspection by made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as to which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. The registrar for Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the purpose of registering Securities Trust Certificates and the 2024-2 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities as herein Act pursuant to the registration exemption provided shall be appointed as authorized by Board Resolution (Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security RegistrarSecuritization Trust, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesOwner Trustee, the Trust Company and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate is to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401(a) of the UCC are met, the Owner Trustee upon written direction of the Depositor shall execute a new Security or Securities on behalf of the same series as Securitization Trust and shall, or shall cause the Security presented for Authenticating Agent to, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates of a like aggregate principal amount Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and in authorized denominationsdated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. Notwithstanding the foregoing, no sale or transfer of a Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and any Guarantor thereofno such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or transfer thereof increases the number of Trust Certificateholders and Titling Trust Certificateholders to more than ninety-five (95). For purposes of determining the total number of Trust Certificateholders, a beneficial owner of an interest in a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”) that owns, directly or through other Flow-Through Entities, a Trust Certificate, is treated as a holder of a Trust Certificate if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is attributed to the Flow-Through Entity’s interest in the Trust Certificate or (ii) a principal purpose of the use of the Flow-Through Entity to hold the Trust Certificate is to satisfy the 95 holder limitation set out above. If using a Flow-Through Entity to acquire a Trust Certificate, the Trust Certificateholder shall be deemed to have represented that it is not using the Flow-Through Entity in order to avoid the 95 holder limitation set out above. In addition, no sale or transfer of a Trust Certificate shall be registered by the Certificate Registrar or made effective hereunder unless, as evidenced by a written representation and covenant by the transferee in form satisfactory to the Certificate Registrar (upon which representation and covenant the Certificate Registrar may conclusively rely without independent investigation), no member of the transferee’s expanded group as defined in Treasury Regulation Section 1.385-1(c)(4) (including through a controlled partnership as defined in Treasury Regulation Section 1.385-1(c)(1)) is or will become the beneficial owner of a Note. If a Trust Certificateholder or a member of its expanded group becomes the beneficial owner of a Note, the Depositor is authorized at its discretion to compel such Certificateholder to sell its Trust Certificate to a Person whose ownership complies with this paragraph so long as such sale does not otherwise cause a material adverse effect on the Securitization Trust. At the option of a Trust Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9, and such other form or documentation as may be reasonably required by the Owner Trustee or the Certificate Registrar in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Certificate Registrar or the Owner Trustee, as applicable, shall execute duly executed by the form of Guarantee Trust Certificateholder or Guarantees thereon, and such Person’s attorney duly authorized in writing. No such transfer will be effective unless the Owner Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register has received the transfer of or exchange any Security selected documentation required hereunder. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange of Trust Certificates. No Certificate may be submitted held or beneficially owned by facsimile any Person that is not a United States person as defined under Section 7701(a)(30) of the Code. By accepting and holding its beneficial ownership interest in its Certificate, the Holder thereof shall be deemed to have represented and warranted that it is a United States person as defined under Section 7701(a)(30) of the Code. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Securitization Trust from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. (e) The Trust Certificates may not be acquired or held by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to ERISA or Section 4975 of the Code (each of (i)-(iv), a “Benefit Plan Entity”). Each Trust Certificateholder shall be deemed to represent and warrant that it is not a Benefit Plan Entity. The preceding provisions of this Section notwithstanding, the Owner Trustee within three shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of fifteen (315) Business Days days preceding the due date for any payment with respect to the Trust Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act, the Exchange Act, applicable state securities law, ERISA, the Investment Company Act, other applicable law, or the provisions of delivery this Agreement. Except that, if an Investment Letter or Rule 144A Letter is required by facsimile or PDF transmissionthis Section 3.4 and provided to the Owner Trustee, the Owner Trustee shall be under a duty to examine the same solely to determine whether it conforms substantially on its face to the applicable form attached hereto.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment provide for the registration of a Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any Securitychanges to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Company, any paying agent Depositor and the Security Certificate Registrar the following (except that any restriction or requirement described below may deem and treat be removed or modified if the Person in whose name any Security is registered as the absolute owner of such Security Depositor has received an opinion from a nationally recognized tax counsel (which, for the purpose avoidance of receiving payment doubt, may rely on reasonable representations of principal the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on such Securities and for all other purposesor through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the Trusteedirect or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the CompanyDepositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the paying agent aggregate number of registered holders of Trust Certificates and holders of interests in Restricted Notes to exceed 95 or (2) the Security Registrar number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be affected a void transfer. 7 (NALT 2019-B Amended and Restated Trust Agreement) (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by notice one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the contrary. All certificationsIssuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), Officer’s Certificates (ii), (iii) and Opinions of Counsel required to be submitted (iv) above. (A) It shall provide to the Trustee Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent the Issuing Entity determines such appointment necessary for it to make an 8 (NALT 2019-B Amended and Restated Trust Agreement) election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to this the notice requirements under Section 2.05 to effect 6226(a)(2) of the Code (and any corresponding provision of state law). (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a registration transferor and transferee of transfer or exchange a Trust Certificate may be submitted by facsimile subject to withholding or sent electronically a withholding obligation, as the case may be, in PDF format, the event that the Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to be followed by delivery comply with Section 1446(f) of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionCode.

Registration of Transfer and Exchange. The Company shall cause the Trustee to keep, or cause to be keptso long as it is the Security Registrar, at its the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office or in any other office or agency designated for such purpose pursuant to Section 1002 being herein sometimes referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee shall initially be the "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as suchprovided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfer of any Security at the office or agency of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesthe Company designated pursuant to Section 1002, the Company shall execute execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Security or Securities of the same series as the Security presented for of any authorized denomination or denominations, of a like aggregate principal amount amount. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in a Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Guarantor thereofSecurities are so surrendered for exchange, if applicable, the Company shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and deliver such Security or make available for delivery, Securities upon receipt of the same series which the Holder making the exchange is entitled to receive; provided that no exchange of Series A Securities issued and outstanding, if any, for Series B Securities shall occur until an Authentication Order. The Trustee Exchange Offer Registration Statement shall not have been declared effective by the Commission and that the Series A Securities exchanged for the Series B Securities shall be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partcanceled. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableCompany, evidencing the same indebtedness Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment Every Security presented or surrendered for the registration of a transfer of any Securitytransfer, or for exchange, repurchase or redemption, shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, any paying agent Company and the Security Registrar Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer, exchange or redemption of Securities, except for any tax or other governmental charge that may deem and treat be imposed in connection therewith, other than exchanges pursuant to Sections 303, 304, 305, 906, 1012, 1015 or 1108 not involving any transfer. Neither the Person in whose name Company nor the Trustee shall be required (a) to issue, register the transfer of or exchange any Security is registered as during a period beginning at the absolute owner opening of business 15 days before the mailing of a notice of redemption of the Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the purpose unredeemed portion of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the being redeemed in part. Every Security Registrar shall be affected by notice subject to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel restrictions on transfer provided in the legend required to be submitted set forth on the face of each Security pursuant to Section 202, and the Trustee restrictions set forth in this Section 305, and the Holder of each Security, by such Holder's acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section 2.05 to effect 305, Section 304, 308, 906 or 1108 or otherwise, shall also be a registration of transfer or exchange may be submitted by facsimile or sent electronically Global Security and bear the legend specified in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionSection 202.

Registration of Transfer and Exchange. (a) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers for each series of Debt Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”) "), in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as provided in this Article II and which at provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and the transfer of Securities as herein provided shall any Debt Security at any office or agency to be appointed as authorized maintained by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, in accordance with the Trustee shall act as such. The Company or any provisions of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 4.02, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such in the name of the transferee or transferees a new Debt Security or Debt Securities upon receipt of an Authentication Orderauthorized denominations for a like aggregate principal amount. The Trustee shall not In no event may Debt Securities be required to issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment registration, exchange or registration of transfer of the Debt Securities shall be kept at the principal corporate trust office of and interest on such the Trustee and, for this purpose, the Trustee shall be designated "Registrar." Debt Securities and of any series (other than a Global Security, except as set forth below) may be exchanged for all a like aggregate principal amount of Debt Securities of the same series of other purposesauthorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and none the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for registration of the Trusteetransfer, exchange or payment shall (if so required by the Company, the paying agent Trustee or the Security Registrar shall Registrar) be affected duly endorsed or be accompanied by notice a written instrument or instruments of transfer, in form satisfactory to the contrary. All certificationsCompany, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer and the Registrar, duly executed by the Holder or exchange may be submitted by facsimile or sent electronically his attorney duly authorized in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionwriting.

Registration of Transfer and Exchange. The Company shall cause the Trustee to keep, or cause to be keptso long as it is the Security Registrar, at its the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office or in any other office or agency designated for such purpose pursuant to Section 1002 being herein sometimes referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee shall initially be the "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as suchprovided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfer of any Security at the office or agency of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesthe Company designated pursuant to Section 1002, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denomination or denominations, of a like aggregate principal amount. Furthermore, any Holder of the Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or Securities upon receipt its agent), and that ownership of an Authentication Order. The Trustee a beneficial interest in a Security shall not be required to register be reflected in a book entry. At the transfer option of or exchange any Security selected the Holder, Securities may be exchanged for redemption in whole or in part, except the unredeemed portion other Securities of any Security being redeemed in partauthorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, Securities of the same series which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableCompany, evidencing the same indebtedness Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment Every Security presented or surrendered for the registration of a transfer of any Securitytransfer, or for exchange, repurchase or redemption, shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, any paying agent Company and the Security Registrar Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer, exchange or redemption of Securities, other than exchanges pursuant to Sections 305 or 307 not involving any transfer, except for any tax or other governmental charge that may deem and treat be imposed in connection therewith. The Company shall not be required (a) to issue, register the Person in whose name transfer of or exchange any Security is registered as during a period beginning at the absolute owner opening of business 15 days before the mailing of a notice of redemption of the Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the purpose unredeemed portion of receiving payment Securities being redeemed in part. Any Security authenticated and delivered upon registration of principal of and interest on such Securities and for all other purposestransfer of, and none of the Trusteeor in exchange for, the Companyor in lieu of, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certificationsany Global Security, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee whether pursuant to this Section 2.05 to effect 305, Sections 303, 304, 307, 906 or 1108 or otherwise, shall also be a registration of transfer or exchange may be submitted by facsimile or sent electronically Global Security and bear the legend specified in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionSection 202.

Registration of Transfer and Exchange. The Company of Preferred -------------------------------------------------- Securities Certificates. A registrar appointed by the Depositor (the ------------------------ "Securities Registrar") shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.025.08, a register or registers (the “Security "Securities Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Securities Registrar shall register provide for the registration of Trust Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and the registration of transfers and exchanges of Preferred Securities Certificates as provided in this Article II and which at all reasonable times herein provided. The Property Trustee shall be open for inspection by the Trustee. The registrar for the purpose of registering initial Securities and the transfer of Registrar; any successor Securities as herein provided Registrar shall be appointed as authorized by Board Resolution (the “Security Registrar”)Administrative Trustee. If Upon surrender for registration of transfer of any Preferred Securities Certificate at the Company fails office or agency maintained pursuant to appoint or maintain another entity as Security RegistrarSection 5.08, the Administrative Trustee shall act as suchexecute and deliver, in the name of the designated transferee or transferees, one or more new Preferred Securities Certificates representing the same number of Preferred Securities dated the date of execution by the Administrative Trustee. At the option of a Holder, Preferred Securities Certificates may be exchanged for other Preferred Securities Certificates upon surrender of the Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.08. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee Registrar shall not be required to register the transfer of any Preferred Securities that have been called for redemption or after the Liquidation Date. Preferred Securities presented or surrendered for registration of transfer or exchange any Security selected shall be accompanied by a written instrument of transfer in form satisfactory to the Administrative Trustee and the Securities Registrar duly executed by the Holder or such Holder's attorney duly authorized in writing. Each Preferred Securities Certificate surrendered for redemption registration of transfer or exchange shall be canceled and subsequently disposed of by the Property Trustee in whole or in part, except the unredeemed portion of any Security being redeemed in partaccordance with its customary practice but shall not be required to destroy such canceled securities. All Securities issued upon No service charge shall be made for any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereofPreferred Securities, if applicable, evidencing the same indebtedness as but the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionPreferred Securities.

Registration of Transfer and Exchange. (a) The Company Managers shall keep, or provide for the registration of the Preferred Membership Certificates and of transfers of the Preferred Membership Certificates. The Managers shall cause to be keptkept a certificate register (the "Register") in which an agent of the Issuer (the "Transfer Agent") shall provide for the registration of the Preferred Membership Certificates and of transfers and exchanges of the Preferred Membership Certificates as provided herein. Subject to the prior satisfaction of the provisions of Section 12.3(b) below, upon surrender for registration of transfer or exchange of any Preferred Membership Certificate at its the office or agency designated maintained by the Transfer Agent for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribethat purpose, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company Issuer shall execute a new Security or Securities and deliver, in the name of the designated transferee or transferees, one or more new Preferred Membership Certificates in the same series as the Security presented for Series of a like aggregate principal amount and stated liquidation preference. At the option of a Preferred Member, Preferred Membership Certificates may be exchanged for other Preferred Membership Certificates in authorized denominationsthe same Series of a like aggregate stated liquidation preference upon surrender of the Preferred Membership Certificates to be exchanged at the office or agency maintained by the Transfer Agent for such purpose. Whenever any Preferred Membership Certificates are so surrendered for exchange, and any Guarantor thereof, if applicable, the Issuer shall execute and cause the form Transfer Agent to deliver one or more Preferred Membership Certificates to the Preferred Member making the exchange. Every Preferred Membership Certificate presented or surrendered for registration of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer in form satisfactory to the Transfer Agent duly executed by the Preferred Member or his attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall Preferred Membership Certificates, but the Transfer Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be the valid obligations of the Company and imposed in connection with any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior exchange of Preferred Membership Certificates. (b) No Preferred Member shall Dispose of all or any part of its Preferred Membership Interest (or any interest therein) other than pursuant to such due presentment for the registration of a transfer of its Preferred Membership Certificates in accordance with this Section 12.3(b). No transfer of a Preferred Membership Certificate may be made unless (i) (x) the transferee is a U.S. Person, such transfer complies with the requirements of Rule 144A under the Securities Act and the transferor reasonably believes that the transferee is a Qualified Institutional Buyer or (y) such transfer is otherwise exempt from registration under the Securities Act and the Chairman of Managers determines that such transfer will not cause the Origination Trust or the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or would cause the Issuer to have in the aggregate more than 50 Members and (ii) except as otherwise provided in the Purchase Agreement with respect to any SecurityPreferred Membership Interests, the Trustee, the Company, any paying agent transferor and the Security Registrar may deem transferee have delivered to the Transfer Agent and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none Chairman of the TrusteeManagers a duly executed Transferor Certificate of Transfer and a duly executed Transferee Certificate of transfer, substantially in the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates forms of Exhibits E and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.F.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for -42- the registration of Securities and the of transfers of Securities as provided Securities. The Security Register shall be in this Article II and which at written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times and during normal business hours, the Security Register shall be open for to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Subject to the “provisions of this Section 3.5 and Section 3.6 hereof, upon surrender for registration of transfer of any Security Registrar”). If at the office or agency of the Company fails designated pursuant to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 10.2 hereof, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of like tenor and of any authorized denominations and of a like aggregate principal amount, each such Security having the notation of Subsidiary Guarantees thereon if there are then any Subsidiary Guarantors. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, be deemed to have agreed that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (or Securities upon receipt its agent), and that ownership of an Authentication Order. The Trustee a beneficial interest in a Global Security shall not be required to register be reflected in a book entry. At the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion option of any Security being redeemed in partHolder, Securities may be exchanged for other Securities of like tenor or of any authorized denomination and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at the office or agency of the Company designated pursuant to Section 10.2 hereof. Further, at the option of any Holder, Series A Securities may be exchanged, pursuant to an Exchange Offer and subject to the terms and conditions thereof, for Series B Securities of like aggregate principal amount, upon surrender of the Series A Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, the Subsidiary Guarantors, if any, shall execute notations of Subsidiary Guarantees on, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and the Subsidiary Guarantees noted thereon, if any, issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereofthe respective Subsidiary Guarantors, if applicableany, evidencing the same indebtedness debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.

Registration of Transfer and Exchange. of ------------------------------------------- Certificates. The Company Trustee shall keep, or cause to be kept, maintained at one of ------------ its offices or at its office or agency designated for such purpose as provided in Section 4.02agent, a register or registers (Certificate Register in which there shall be recorded the “Security Register”) in which, subject name and address of each Certificateholder. Subject to such reasonable rules and regulations as it the Trustee may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times Certificate Register shall be open amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for inspection registration of transfer of any Certificate to the Trustee at the office of First Trust of New York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxx Xxxxx, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee or any Authenticating Agent shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Percentage Interest, upon surrender of the Certificates to be exchanged at any such Security office or Securities upon receipt of an Authentication Orderagency. The Whenever any Certificates are so surrendered for exchange, the Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in partexecute, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Companyor any Authenticating Agent, any paying agent shall authenticate and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trusteedeliver, the Company, Certificates which the paying agent Certificateholder making the exchange is entitled to receive. Every Certificate presented or the Security Registrar surrendered for transfer shall be affected (if so required by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may any Authenticating Agent) be submitted duly endorsed by, or be accompanied by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.143

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by recognized except upon registration of such transfer. [Wilmington Trust Company] is hereby appointed as the Trusteeinitial Certificate Registrar. The registrar for Certificate Registrar hereby agrees to notify the purpose Paying Agent in writing of registering Securities and any changes to the transfer Registered Holders of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”)Trust Certificates. If the Company fails Certificate Registrar shall for any reason become unable to appoint or maintain another entity act as Security Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as suchsuccessor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $[250,000], (B) it causes its proposed transferee to provide to the Issuing Entity and the Certificate. Registrar a letter substantially in the form of Exhibit C hereto, or such other written statement as the Depositor shall prescribe and (C) the Depositor consents in writing to the proposed transfer, which consent shall be granted unless the Depositor determines that such transfer would create a risk that the Issuing Entity or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan, will not acquire or hold the Trust Certificates being transferred on behalf of or with “plan assets” (within the meaning of 29. C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) of a Benefit Plan, and is not a Person acting on behalf of such a Benefit Plan nor using the assets of such a Benefit Plan to effect such transfer; (vi) If it is a governmental plan, foreign plan or any other plan that is subject to any applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), its acquisition, holding and disposition of the Trust Certificates will not result in a nonexempt prohibited transaction under, or a violation of, Similar Law. (vii) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate or trust the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more “U.S. persons” (as such term is defined in the Code) have the authority to control all substantial decisions of the Issuing Entity. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Depositor and the Owner Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Depositor and the Owner Trustee). (viii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuing Entity or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Depositor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Depositor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Depositor or the Certificate Registrar, delivers an Opinion of Counsel in form and substance satisfactory to the Depositor. (d) The Depositor shall make the Rule 144A Information available to the prospective transferor and transferee of a Trust Certificate. The Company Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the Prospectus, as amended or supplemented to the date of such transfer; (ii) each Payment Date Certificate delivered to Trust Certificateholders on each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Depositor in order to comply with requests for information pursuant to Rule 144A. None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Trust Certificate under the Securities Act or any state securities laws. (e) Upon surrender for registration of its Subsidiaries may act as Security Registrar. To permit registrations transfer or exchange of transfers any Trust Certificate at the office of the Certificate Registrar and exchangesupon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401 (a) of the UCC are met, the Company Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8BEN or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate, Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (f) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuing Entity from being characterized as a “publicly traded partnership,, within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1 (e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of [15] days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. All provisions of this Section 305 shall be subject to Section 307 hereof. The Company shall keep, or cause to be keptkept at the Corporate Trust Office of the Trustee, at its or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated for such purpose pursuant to Section 1002 hereof being herein sometimes referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee or an agent thereof or of the Company shall initially be the "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security at the “Security Registrar”). If office or agency of the Company fails designated pursuant to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 1002 hereof, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denomination or denominations, of a like aggregate principal amount. Any Holder of the U.S. Global Security shall, by acceptance of such U.S. Global Security, agree that transfers of beneficial interests in such U.S. Global Security, may be effected only through a book-entry system maintained by the Holder of such U.S. Global Security (or Securities upon receipt its agent), and that ownership of an Authentication Order. The Trustee a beneficial interest in the Security shall not be required to register be reflected in a book entry. At the transfer option of or exchange any Security selected the Holder, Securities may be exchanged for redemption in whole or in part, except the unredeemed portion other Securities of any Security being redeemed in partauthorized denomination or denominations (including an exchange of Initial Securities for Exchange Notes), of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableCompany, evidencing the same indebtedness Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment Every Security presented or surrendered for the registration of a transfer of any Securitytransfer, or for exchange or redemption shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, any paying agent Company and the Security Registrar may deem and treat Registrar, duly executed by the Person Holder thereof or his attorney duly authorized in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar writing. No service charge shall be affected by notice made to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges that may be submitted by facsimile imposed in connection with any registration of transfer or sent electronically exchange of Securities, other than exchanges of Initial Securities for Exchange Notes and exchanges pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1009, 1014 or 1108 hereof not involving any transfer. The Company shall not be required (a) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business (i) 15 days before the date of selection of Securities for redemption under Section 1104 hereof and ending at the close of business on the day of such mailing or (ii) 15 days before an Interest Payment Date and ending on the close of business on the Interest Payment Date, or (b) to register the transfer of or exchange any Security so selected for redemption in PDF formatwhole or in part, to be followed by delivery except the unredeemed portion of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionSecurities being redeemed in part.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment provide for the registration of a Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of 6 (NALT 20[●]-[●] Amended and Restated Trust Agreement) a Trust Certificate shall be recognized except upon registration of such transfer. [ ] is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any Securitychanges to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Company, any paying agent Depositor and the Security Certificate Registrar the following (except that any restriction or requirement described below may deem and treat be removed or modified if the Person in whose name any Security is registered as the absolute owner of such Security Depositor has received an opinion from a nationally recognized tax counsel (which, for the purpose avoidance of receiving payment doubt, may rely on reasonable representations of principal the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on such Securities and for all other purposesor through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the Trusteedirect or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the CompanyDepositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. 7 (NALT 20[●]-[●] Amended and Restated Trust Agreement) (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the paying agent aggregate number of registered holders of Trust Certificates and holders of interests in Restricted Notes to exceed 95 or (2) the Security Registrar number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be affected a void transfer. (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by notice one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the contrary. All certificationsIssuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), Officer’s Certificates (ii), (iii) and Opinions of Counsel required to be submitted (iv) above. (A) It shall provide to the Trustee Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to this the notice requirements under Section 2.05 to effect 6226(a)(2) of the Code (and any corresponding provision of state law). (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a registration transferor and transferee of transfer or exchange a Trust Certificate may be submitted by facsimile subject to withholding or sent electronically a withholding obligation, as the case may be, in PDF format, the event that the Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to be followed by delivery comply with Section 1446(f) of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionCode.

Registration of Transfer and Exchange. ‌ The Company shall keep, or cause to be kept, kept at its the office or agency designated for such purpose as provided of the Company in Section 4.02, the United States a register (the register maintained in such office or registers (agency being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the Securities registration of Notes and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeNotes. The registrar Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities Notes and transfers of Notes as herein provided, and its Corporate Trust Office is the initial office or agency where the Security Register will be maintained. The Company may at any time replace such Security Registrar or change such office or agency, and the Company or any Material Subsidiary may act as the Security Registrar; provided, however, that there shall be only one Security Register. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. Prior to the due presentation for registration of transfer of Securities any Note, the Company, the Trustee, the Paying Agent or the Security Registrar may deem and treat the person in whose name a Note is registered as herein provided the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Security Registrar shall be appointed as authorized affected by Board Resolution (notice to the “Security Registrar”)contrary. If Upon surrender for registration of transfer of any Note at the Company fails to appoint or maintain another entity as office of the Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver deliver, subject to the other terms and conditions of this Article Three, in the name of the designated transferee or transferees, one or more Definitive Notes or Global Notes at the Company’s and Security Registrar’s written request, of any authorized denominations and of like tenor and aggregate principal amount. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or Securities upon receipt be accompanied by a written instrument of an Authentication Ordertransfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing. The Trustee No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental taxes and fees that may be required by law or imposed by this Indenture in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304, 907, 1009, 1014 or 1108 not involving any transfer. If the Notes are to be redeemed in part, the Company and the Security Registrar shall not be required (1) to register the transfer of or exchange any Security Notes during a period of 15 days before a selection of Notes for redemption under Section 1104, or (2) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Security Note being redeemed in part. All Securities issued upon any registration The provisions of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereofclauses (1), if applicable(2), evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3), (4) Business Days of delivery by facsimile or PDF transmission.and (5) below shall apply only to Global Notes:

Registration of Transfer and Exchange. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Senior Note is registrable in the Security Register, upon surrender of this Senior Note for registration of transfer at the office of our designated agent, The Bank of New York Mellon Trust Company, N.A., located at 0000 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxx, 00000, or such other office or agency as may be designated by the Company from time to time, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Notes of this series of authorized denominations and of like tenor and aggregate principal amount, will be issued to the designated transferee or transferees. The Company shall keep, or cause not be required to be kept, at its office or agency designated for such purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities execute and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee Registrar shall not be required to register the transfer of or exchange of (a) Senior Notes of this series during a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Senior Notes of this series called for redemption or (b) any Security Senior Note so selected for redemption in whole or in part, except the unredeemed portion of any Security Senior Note being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities No service charge shall be the valid obligations of the Company and made for any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to such due presentment of this Senior Note for the registration of a transfer of any Security, the Trusteetransfer, the Company, the Trustee and any paying agent and of the Security Registrar Company or the Trustee may deem and treat the Person in whose name any Security this Senior Note is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and hereof for all other purposes, whether or not this Senior Note be overdue, and none of the Trustee, neither the Company, the paying Trustee nor any such agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided Securities. The Security Register shall be in this Article II and which at written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times and during normal business hours, the Security Register shall be open for to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security at the “Security Registrar”). If office or agency of the Company fails designated pursuant to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 10.2 hereof, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount, each such Security having the notation of Subsidiary Guarantees thereon. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, be deemed to have agreed that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in a Global Security shall he required to be reflected in a book entry. At the option of any Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount, upon receipt surrender of an Authentication Orderthe Securities to be exchanged at the office or agency of the Company designated pursuant to Section 10.2 hereof. The Whenever any Securities are so surrendered for exchange, the Company shall execute, the Subsidiary Guarantors shall execute notations of Subsidiary Guarantees on, and the Trustee shall not be required authenticate and deliver, the Securities which the Holder making the exchange is entitled to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partreceive. All Securities and the Subsidiary Guarantees noted thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicablethe respective Subsidiary Guarantors, evidencing the same indebtedness debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment Every Security presented or surrendered for the registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a transfer written instrument of any Securitytransfer, in form satisfactory to the Trustee, the Company, any paying agent Company and the Security Registrar may deem and treat Registrar, duly executed by the Person Holder thereof or his attorney duly authorized in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar writing. No service charge shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be submitted by facsimile imposed in connection with any registration of transfer or sent electronically in PDF formatexchange of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.8 hereof not involving any transfer. Neither the Trustee, the Security Registrar nor the Company shall be followed by delivery required (i) to issue, register the transfer of or exchange any Physical Security during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities selected for redemption under Section 11.4 hereof and ending at the close of business on the day of such mailing of the original document relevant notice of redemption, or (ii) to Trustee within three (3) Business Days register the transfer of delivery by facsimile or PDF transmissionexchange of any Physical Security so selected for redemption in whole or in part, except the unredeemed portion of any Physical Security being redeemed in part.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.04(b), the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by the Trusteerecognized except upon registration of such transfer. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be Citibank, N.A. is hereby appointed as authorized by Board Resolution (the initial “Security Certificate Registrar”). If Upon any resignation of the Company fails to appoint or maintain another entity as Security Certificate Registrar, the Owner Trustee shall act promptly appoint a successor. (b) Each Trust Certificate shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Trust Certificate attached as suchExhibit A hereto, unless determined otherwise by the Administrator (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. The Company As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It will be the beneficial owner of the Trust Certificate and it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $500,000, (B) it causes its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesproposed transferee to provide to the Issuer, the Company Certificate Registrar and the Underwriter a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless the Transferor determines that such transfer would create a risk that the Issuer or the Vehicle Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates in the aggregate to exceed 100 or (2) the number of holders of direct or indirect interests in the Vehicle Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuer that the Issuer is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. (vi) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more U.S. Persons (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Transferor and the Owner Trustee a properly executed IRS Form W-8ECI (or successor form) and a new IRS Form W-8ECI (or successor form) upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor, the Owner Trustee and the Certificate Registrar). (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuer or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Issuer and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor, the Certificate Registrar or the Underwriter, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor and the Underwriter. (iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any State or any other jurisdiction, and such investor executes and delivers to the Issuer and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8ECI (or successor form) or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. (a) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers for each series of Debt Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”) "), in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as provided in this Article II and which at provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and the transfer of Securities as herein provided shall any Debt Security at any office or agency to be appointed as authorized maintained by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, in accordance with the Trustee shall act as such. The Company or any provisions of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 4.02, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such in the name of the transferee or transferees a new Debt Security or Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Debt Securities shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated "Registrar." Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon receipt transfer of an Authentication OrderDebt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company's own expense or without expense or without charge to the Holders. The Trustee Company shall not be required (i) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing of notice of redemption of Debt Securities of such series or (ii) to register the transfer of or exchange any Security selected Debt Securities selected, called or being called for redemption in whole or in part, except redemption. Prior to the unredeemed portion of any Security being redeemed in part. All Securities issued upon any due presentation for registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Debt Security, the Company, the Guarantor, the Subsidiary Guarantors, the Trustee, the Company, any paying agent and the Security or any Registrar may deem and treat the Person in whose name any a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of of, and premium, if any, and (subject to Section 2.12) interest on on, such Securities Debt Security and for all other purposespurposes whatsoever, whether or not such Debt Security is overdue, and none of the Trustee, the Company, the Guarantor, the Subsidiary Guarantors, the Trustee, any paying agent or the Security any Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery None of the original document Company, the Guarantor, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security "Certificate Register”) "), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment provide for the registration of a Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Wilmington Trust Company is hereby appointed as the initial Certificate Registrar. If the Certificate Registrar shall for any Securityreason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Transferor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer's Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Company, any paying agent Transferor and the Security Certificate Registrar may deem and treat the Person in whose name following: (i) It has neither acquired nor will it transfer any Security is registered as Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the absolute owner meaning of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none Section 7704(b)(1) of the TrusteeCode, the Companyincluding, the paying agent without limitation, an over-the-counter-market or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer an interdealer quotation system that regularly disseminates firm buy or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionsell quotations.

Registration of Transfer and Exchange. The Company shall keep, or cause to be keptkept at the Corporate Trust Office of the Trustee, at its or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated for such purpose pursuant to Section 1002 hereof being herein sometimes referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee or an agent thereof or of the Company shall initially be the "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security at the “Security Registrar”). If office or agency of the Company fails designated pursuant to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 1002 hereof, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denomination or denominations, of a like aggregate principal amount. Any Holder of the Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or Securities upon receipt its agent) and that ownership of an Authentication Order. The Trustee a beneficial interest in the Security shall not be required to register be reflected in a book entry. At the transfer option of or exchange any Security selected the Holder, Securities may be exchanged for redemption in whole or in part, except the unredeemed portion other Securities of any Security being redeemed in partauthorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities of the same series which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableCompany, evidencing the same indebtedness Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment Every Security presented or surrendered for the registration of a transfer of any Securitytransfer, or for exchange or redemption shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, any paying agent Company and the Security Registrar may deem and treat Registrar, duly executed by the Person Holder thereof or his attorney duly authorized in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionwriting.

Registration of Transfer and Exchange. (a) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers for each series of Debt Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”) "), in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as provided in this Article II and which at provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and the transfer of Securities as herein provided shall any Debt Security at any office or agency to be appointed as authorized maintained by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, in accordance with the Trustee shall act as such. The Company or any provisions of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 4.02, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such in the name of the transferee or transferees a new Debt Security or Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Debt Securities shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated "Registrar." Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon receipt transfer of an Authentication OrderDebt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company's own expense or without expense or without charge to the Holders. The Trustee Company shall not be required (i) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing of notice of redemption of Debt Securities of such series or (ii) to register the transfer of or exchange any Security selected Debt Securities selected, called or being called for redemption in whole or in part, except redemption. Prior to the unredeemed portion of any Security being redeemed in part. All Securities issued upon any due presentation for registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Debt Security, the Company, the Subsidiary Guarantors, the Trustee, the Company, any paying agent and the Security or any Registrar may deem and treat the Person in whose name any a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of of, and premium, if any, and (subject to Section 2.12) interest on on, such Securities Debt Security and for all other purposespurposes whatsoever, whether or not such Debt Security is overdue, and none of the Trustee, the Company, the Subsidiary Guarantors, the Trustee, any paying agent or the Security any Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery None of the original document Company, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment provide for the registration of a Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. [•] is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any Securitychanges to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. Table of Contents If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Company, any paying agent Depositor and the Security Certificate Registrar the following (except that any restriction or requirement described below may deem and treat be removed or modified if the Person in whose name any Security is registered as the absolute owner of such Security Depositor has received an opinion from a nationally recognized tax counsel (which, for the purpose avoidance of receiving payment doubt, may rely on reasonable representations of principal the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on such Securities and for all other purposesor through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the Trusteedirect or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the CompanyDepositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the paying agent aggregate number of registered holders of Trust Certificates and holders of interests in Restricted Notes to exceed 95 or (2) the Security Registrar number of holders of direct or indirect interests in the Titling Company to exceed 50, shall be affected a void transfer. (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by notice one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) 7 (NALT 20[●]-[●] Amended and Restated Trust Agreement) Table of Contents either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the contrary. All certificationsIssuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), Officer’s Certificates (ii), (iii) and Opinions of Counsel required to be submitted (iv) above. (A) It shall provide to the Trustee Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to this the notice requirements under Section 2.05 to effect 6226(a)(2) of the Code (and any corresponding provision of state law). (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a registration transferor and transferee of transfer or exchange a Trust Certificate may be submitted by facsimile subject to withholding or sent electronically a withholding obligation, as the case may be, in PDF format, the event that the Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to be followed by delivery comply with Section 1446(f) of the original document to Trustee within three (3) Business Days Code. Table of delivery by facsimile or PDF transmission.Contents

Registration of Transfer and Exchange. The Company Partnership shall keep, or cause to be kept, kept at its an office or agency designated for such purpose as provided of the Security Registrar in Section 4.02, The City of New York a register or registers (the “register maintained in such office or in any other office or agency of the Partnership in a Place of Payment being herein sometimes referred to as the "Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Partnership shall, prior to the issuance of any Securities hereunder, appoint the Trustee as the initial "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall and its Corporate Trust Office which, at the date hereof, is located at 12 East 49th Street, 37th Floor, New York, New York 10017, as the xxxxxxx xxxxxx xx xxxxxx xx Xxx Xxxx xx Xxx Xxxx xxxxx xhe Security Register will be appointed as authorized by Board Resolution (the “Security Registrar”)maintained. If the Company fails to appoint or maintain another entity as The Partnership may at any time replace such Security Registrar, the Trustee shall change such office or agency or act as such. The Company or any of its Subsidiaries may act as own Security Registrar. To permit registrations The Partnership will give prompt written notice to the Trustee of transfers and exchangesany change of the Security Registrar or of the location of such office or agency. At all reasonable times the Security Register shall be available for inspection by the Trustee. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Partnership maintained pursuant to Section 1002 for such purpose, the Company Partnership shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such Security office or agency. Whenever any Securities upon receipt of an Authentication Order. The are so surrendered for exchange, the Partnership shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Partnership, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Partnership or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Partnership and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Partnership 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 Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. Neither the Trustee nor the Partnership shall be required (1) to issue, register the transfer of or exchange Securities of any series (or of any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration . (A) the Depositary for a Global Security notifies the Partnership that it is unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act, and (B) a successor Depositary is not appointed by the Partnership within 90 days, (2) an Event of transfer or exchange of Securities shall be the valid obligations of the Company Default has occurred and any Guarantor thereof, if applicable, evidencing the same indebtedness as is continuing with respect to the Securities surrendered upon of such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent series and the Security Registrar may deem and treat has received a request from the Person Depositary to issue certificated securities in whose name any Security is registered as lieu of all or a portion of the absolute owner Global Securities of such Security for series (in which case the purpose Partnership shall deliver certificated securities within 30 days of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent request) or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days the Partnership determines in its sole discretion that Securities of delivery a series issued in global form shall no longer be represented by facsimile a Global Security, then such Global Security may be exchanged by such Depositary for Definitive Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or PDF transmissionportion thereof may be registered to, such Persons as such Depositary shall direct.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security Certificate Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by recognized except upon registration of such transfer. [Wilmington Trust Company] is hereby appointed as the Trusteeinitial Certificate Registrar. The registrar for Certificate Registrar hereby agrees to notify the purpose Paying Agent in writing of registering Securities and any changes to the transfer Registered Holders of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”)Trust Certificates. If the Company fails Certificate Registrar shall for any reason become unable to appoint or maintain another entity act as Security Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as suchsuccessor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. (NALT 20[•]-[•] Amended and Restated Trust Agreement) If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000, (B) it causes its proposed transferee to provide to the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit C hereto, or such other written statement as the Depositor shall prescribe and (C) the Depositor consents in writing to the proposed transfer, which consent shall be granted unless the Depositor determines that such transfer would create a risk that the Issuing Entity or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, will not acquire or hold the Trust Certificates being transferred on behalf of or with “plan assets” (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, and is not a Person acting on behalf of such a Benefit Plan nor using the assets of such a Benefit Plan to effect such transfer; (NALT 20[•]-[•] Amended and Restated Trust Agreement) (vi) If it is a Benefit Plan subject to any Similar Law, its acquisition, holding and disposition of the Trust Certificates will not result in a non-exempt prohibited transaction under, or a violation of, Similar Law and will not result in the assets of the Issuing Entity being considered plan assets of such Benefit Plan under Similar Law. (vii) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate or trust the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more “U.S. persons” (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Depositor and the Owner Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Depositor and the Owner Trustee). (viii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuing Entity or any other Person as a Trust Certificateholder for any purpose. Notwithstanding paragraphs (i) and (ii) and clause (1) of paragraph (iii) above, a transfer shall be valid if the Owner Trustee and the Servicer are provided with a written opinion of counsel that such transfer will not cause the Issuing Entity to be a publicly traded partnership taxable as a corporation. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the (NALT 20[•]-[•] Amended and Restated Trust Agreement) transferor thereof executes and delivers to the Depositor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Depositor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Depositor or the Certificate Registrar, delivers an Opinion of Counsel in form and substance satisfactory to the Depositor. (d) The Depositor shall make the Rule 144A Information available to the prospective transferor and transferee of a Trust Certificate. The Company Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the Prospectus, as amended or supplemented to the date of such transfer; (ii) each Payment Date Certificate delivered to Trust Certificateholders on each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Depositor in order to comply with requests for information pursuant to Rule 144A. None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Trust Certificate under the Securities Act or any state securities laws. (e) Upon surrender for registration of its Subsidiaries may act as Security Registrar. To permit registrations transfer or exchange of transfers any Trust Certificate at the office of the Certificate Registrar and exchangesupon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401 (a) of the UCC are met, the Company Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8BEN or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (f) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuing Entity from being characterized as a “publicly traded partnership,” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1 (e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.04(b), the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by the Trusteerecognized except upon registration of such transfer. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be [______] is hereby appointed as authorized by Board Resolution (the initial “Security Certificate Registrar”). If Upon any resignation of the Company fails to appoint or maintain another entity as Security Certificate Registrar, the Owner Trustee shall act promptly appoint a successor. (b) Each Trust Certificate shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Trust Certificate attached as suchExhibit A hereto, unless determined otherwise by the Administrator (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. The Company As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It will be the beneficial owner of the Trust Certificate and it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $500,000, (B) it causes its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesproposed transferee to provide to the Issuer, the Company Certificate Registrar and the Underwriter a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless the Transferor determines that such transfer would create a risk that the Issuer or the Vehicle Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates in the aggregate to exceed 100 or (2) the number of holders of direct or indirect interests in the Vehicle Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuer that the Issuer is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. (vi) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more U.S. Persons (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Transferor and the Owner Trustee a properly executed IRS Form W-8ECI (or successor form) and a new IRS Form W-8ECI (or successor form) upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor, the Owner Trustee and the Certificate Registrar). (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuer or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Issuer and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor, the Certificate Registrar or the Underwriter, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor and the Underwriter. (iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any State or any other jurisdiction, and such investor executes and delivers to the Issuer and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8ECI (or successor form) or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If Upon surrender for transfer of any Security at the office or agency of the Company fails to appoint or maintain another entity as Security Registrardesignated for such purpose, the Company shall execute, the Trustee shall act as such. The Company authenticate and such office or any agency shall deliver in the name of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in authorized denominations, and any Guarantor thereof, if applicablethis Section, shall execute be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such hoxxxx’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of Guarantee transfer of Securities, or Guarantees thereonissue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Order. Section 9.04 not involving any transfer. (d) The Trustee Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion Securities of any Security being redeemed in partseries or portions thereof called for redemption. All Securities issued upon any registration The provisions of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 are, with respect to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF formatany Global Security, subject to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionSection 2.11 hereof.

Registration of Transfer and Exchange. of Certificates and --------------------------------------------------------- Class C Certificates. -------------------- a. The Company Trustee shall keep, or cause to be kept, keep at its the office or agency designated to be maintained in accordance with Section 12.02 a "Certificate Register" in which the Trustee shall provide for such purpose the registration of Certificates and Class C Certificates and of transfers and exchanges of Certificates and Class C Certificates as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trusteeherein provided. The registrar Trustee initially appoints itself to be the "Certificate Registrar" and transfer agent for the purpose of registering Certificates and Class C Certificates and transfers and exchanges of Certificates and Class C Certificates as provided herein. The Trustee will give prompt written notice to Certificateholders, Class C Certificateholders and the Servicer of any change in the Certificate Registrar. (1) Subject to clauses (2) and (3) below, no transfer of a Class C Certificate shall be made by the Company or any other Person unless such transfer is exempt from the registration requirements of the Securities Act of 1933 (the "Act"), as amended, and any applicable state securities laws or is made in accordance with the Act and laws. In the event that any such transfer is to be made, (A) the Company may require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Company that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Act and laws or is being made pursuant to the Act and laws, which Opinion of Counsel shall not be an expense of the Trustee or the Company, and (B) the Trustee shall require the transferee to execute an investment letter substantially in the form of Exhibit L attached hereto, which investment letter shall not be an expense of the Trustee or the Company. The Certificateholder or Class C Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Company and the Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) No transfer of a Class M-1 Certificate, a Class B Certificate or a Class C Certificate or any interest therein shall be made to any employee benefit plan, trust or account that is subject to ERISA, or that is described in Section 4975(e)(1) of the Code (each, a "Plan"), unless the prospective transferee of a Certificate or interest therein provides the Servicer and the Trustee with a certification of facts and, at its own expense, an Opinion of Counsel which establish to the satisfaction of the Servicer and the Trustee that such transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code or cause the Servicer, the Company or the Trustee to be deemed a fiduciary of such Plan or result in the imposition of an excise tax under Section 4975 of the Code. (3) Notwithstanding anything to the contrary contained herein, (A) neither the Class C Certificate, nor any interest therein, shall be transferred, sold or otherwise disposed of to a "disqualified organization," within the meaning of Section 860E(e)(5) of the Code (a "Disqualified Organization"), including, but not limited to, (i) the United States, a state or political subdivision thereof, a foreign government, an international organization or an agency or instrumentality of any of the foregoing, (ii) an organization (other than a cooperative described in Section 521 of the Code) which is exempt from the taxes imposed by Chapter 1 of the Code and not subject to the tax imposed on unrelated business income by Section 511 of the Code, or (iii) a cooperative described in Section 1381(a)(2)(C) of the Code, and (B) prior to any registration of any transfer, sale or other disposition of the Class C Certificate, the proposed transferee shall deliver to the Trustee, under penalties of perjury, an affidavit that such transferee is not a Disqualified Organization, with respect to which the Trustee shall have no actual knowledge that such affidavit is false, and the transferor and the proposed transferee shall each deliver for the Trustee an affidavit with respect to any other information reasonably required by the Trustee pursuant to the REMIC Provisions, including, without limitation, information regarding the transfer of Securities noneconomic residual interests and transfers of any residual interest to or by a foreign person; provided, -------- however, that, upon the delivery to the Trustee of an Opinion of Counsel, ------- in form and substance satisfactory to the Trustee and rendered by Independent counsel, to the effect that the beneficial ownership of the Class C Certificate by any Disqualified Organization will not result in the imposition of federal income tax upon the Trust or any Certificateholder or any other person or otherwise adversely affect the status of the Trust as herein provided a REMIC, the foregoing prohibition on transfers, sales and other dispositions, as well as the foregoing requirement to deliver a certificate prior to any registration thereof, shall, with respect to such Disqualified Organization, terminate. Notwithstanding any transfer, sale or other disposition of the Class C Certificate, or any interest therein, to a Disqualified Organization or the registration thereof in the Certificate Register, such transfer, sale or other disposition and any registration thereof, unless accompanied by the Opinion of Counsel described in the preceding sentence, shall be appointed as deemed to be void and of no legal force or effect whatsoever and such Disqualified Organization shall be deemed to not be the Class C Certificateholder for any purpose hereunder, including, but not limited to, the receipt of distributions on the Class C Certificate, and shall be deemed to have no interest whatsoever in the Class C Certificate. Each Class C Certificateholder, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 9.02(b)(3). (4) Any transfer, sale or other disposition not in compliance with the provisions of this Section 9.02(b) shall be deemed to be void and of no legal force or effect whatsoever and such transferee shall be deemed to not be the Certificateholder or Class C Certificateholder for any purpose hereunder, including, but not limited to, the receipt of distributions on the Certificate or Class C Certificate, and shall be deemed to have no interest whatsoever in the Certificate or Class C Certificate. (5) The Trustee shall give notice to Xxxxx'x, Standard & Poor's and Fitch promptly following any transfer, sale or other disposition of a Class C Certificate. c. At the option of a Certificateholder or Class C Certificateholder, Certificates and Class C Certificates may be exchanged for other Certificates or Class C Certificates of authorized by Board Resolution (the “Security Registrar”)denominations of a like aggregate original denomination, upon surrender of such Certificates or Class C Certificates to be exchanged at such office. If the Company fails to appoint Whenever any Certificates or maintain another entity as Security RegistrarClass C Certificates are so surrendered for exchange, the Trustee shall act execute and deliver the Certificates or Class C Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate or Class C Certificates presented or surrendered for transfer or exchange shall be duly endorsed by, or shall be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing. d. Except as suchprovided in paragraph (e) below the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Class A, Class M-1 and Class B Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Class A, Class M-1 and Class B Certificates; (iii) ownership and transfers of registration of the Class A, Class M-1 and Class B Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Class A, Class M-1 and Class B Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. The All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. e. If (x)(i) the Company or any of the Depository advises the Trustee in writing that the Depository is no longer willing or able properly to discharge its Subsidiaries may act responsibilities as Security Registrar. To permit registrations of transfers Depository and exchanges(ii) the Trustee or the Company is unable to locate a qualified successor or (y) the Company at its sole option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Company Trustee shall execute a new Security or Securities notify all Certificate Owners, through the Depository, of the same series as occurrence of any such event and of the Security presented availability of definitive, fully registered Class A Certificates, Class M-1 Certificates or Class B Certificates (the "Definitive Certificates") to Certificate Owners requesting the same. Upon surrender to the Trustee of the Class A Certificates, Class M-1 Certificates or Class B Certificates by the Depository, accompanied by registration instructions from the Depository for a like aggregate principal amount registration, the Trustee shall issue the Definitive Certificates. Neither the Company nor the Trustee shall be liable for any delay in delivery of such instructions and in authorized denominationsmay conclusively rely on, and any Guarantor thereofshall be protected in relying on, if applicablesuch instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Trustee, shall execute to the form of Guarantee or Guarantees thereon, extent applicable with respect to such Definitive Certificates and the Trustee shall authenticate recognize the Holders of the Definitive Certificates as Certificateholders hereunder. f. On or prior to the Closing Date, there shall be delivered to the Depository one Class A-1 Certificate, one Class A-2 Certificate, one Class A-3 Certificate, one Class A-4 Certificate, one Class A-5 Certificate, one Class A-6 Certificate, one Class M-1 Certificate, one Class B-1 Certificate and deliver one Class B-2 Certificate, each in registered form registered in the name of the Depository's nominee, Cede & Co., the total face amount of which represents 100% of the Original Class A-1 Principal Balance, the Original Class A-2 Principal Balance, the Original Class A-3 Principal Balance, the Original Class A-4 Principal Balance, the Original Class A-5 Principal Balance, the Original Class A-6 Principal Balance, the Original Class M-1 Principal Balance, the Original Class B-1 Principal Balance and the Original Class B-2 Principal Balance, respectively. If, however, the aggregate principal amount of a Class of Class A Certificates, or the Class of M-1 Certificates or a Class of Class B Certificates exceeds $200,000,000, one Class A Certificate and/or one Class M-1 Certificate and/or one Class B Certificate will be issued with respect to each $200,000,000 of principal amount and an additional Certificate of such Security Class or Securities upon receipt Classes will be issued with respect to any remaining principal amount. Each such Class A, Class M-1 or Class B Certificate registered in the name of the Depositary's nominee shall bear the following legend: "Unless this Certificate is presented by an Authentication Order. authorized representative of The Trustee shall not be required Depository Trust Company, a New York corporation ("DTC") to register Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the transfer name of or exchange any Security selected for redemption in whole Cede & Co. or in part, except the unredeemed portion such other name as requested by an authorized representative of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company DTC (and any Guarantor thereofpayment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), if applicableANY TRANSFER, evidencing the same indebtedness PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Securityregistered owner hereof, the TrusteeCede & Co., the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and has an interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmissionherein."

Registration of Transfer and Exchange. The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.3(f) hereof, a register or registers (the “Security Register”) Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Owner Trustee shall register the Securities and the transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the Trustee. The registrar provide for the purpose registration of registering Securities the Certificates and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesexchanges of the Certificates as herein provided. The Bank of New York Trust Company, N.A.,, as Owner Trustee, shall be the initial Certificate Registrar. Upon surrender for registration of transfer of a Certificate at the office or agency maintained pursuant to Section 3.3(f) hereof, the Company Owner Trustee shall execute execute, authenticate and deliver (or shall cause the Indenture Trustee as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Security Certificate dated the date of authentication by the Owner Trustee or Securities any authenticating agent. At the option of the same series as the Security presented applicable Certificateholder, a Certificate may be exchanged for other Certificates in authorized Percentage Interests and denominations of a like aggregate principal amount and upon surrender of such Certificate to be exchanged at the office or agency maintained pursuant to Section 3.3(f) hereof. A Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in authorized denominations, and any Guarantor thereof, if applicable, shall execute form satisfactory to the form of Guarantee or Guarantees thereon, Owner Trustee and the Trustee shall authenticate and deliver Certificate Registrar, duly executed by the holder thereof or his attorney duly authorized in writing, with such Security signature (other than for transfers or Securities upon receipt exchanges to or among any Affiliates of an Authentication Orderthe Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. The Trustee shall not be required to register the A Certificate surrendered for registration of transfer of or exchange any Security selected shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be any Certificate, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange of such Certificate. The preceding provisions of this Section 3.3 notwithstanding, the Owner Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of the Certificate for a period of 15 days preceding any Quarterly Payment Date with respect to such Certificate. No Certificate (including any beneficial interest therein) may be submitted acquired by facsimile or sent electronically in PDF format, for the account of (i) any Benefit Plan subject to be followed by delivery Title I of ERISA and/or Section 4975 of the original document Code, (ii) any Benefit Plan subject to Trustee a substantially similar federal, State, local or foreign law, (iii) any Person who is not a United States person within three the meaning of Section 7701(a)(30) of the Code, or (3iv) Business Days any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of delivery the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by facsimile any Person referred to in clause (iii) above. By accepting and holding a Certificate, the holder thereof shall be deemed to have represented and warranted that it is not acquiring such Certificate by or PDF transmissionfor the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of such Certificate.

Registration of Transfer and Exchange. The Company shall keep, or cause to be keptkept at the Corporate Trust Office of the Trustee, at its or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated for such purpose pursuant to Section 1002 hereof being herein sometimes referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee or an agent thereof or of the Company shall initially be the "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security at the “Security Registrar”). If office or agency of the Company fails designated pursuant to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 1002 hereof, the Company shall execute a execute, and the Trustee, in accordance with Section 303, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Security or Securities of the same series as the Security presented for of any authorized denomination or denominations, of a like aggregate principal amount amount. Any Holder of the Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent) and that ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Guarantor thereofSecurities are so surrendered for exchange, if applicable, the Company shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee Trustee, in accordance with Section 303, shall authenticate and deliver such Security or deliver, the Securities upon receipt of an Authentication Order. The Trustee shall not be required the same series which the Holder making the exchange is entitled to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partreceive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableCompany, evidencing the same indebtedness Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment Every Security presented or surrendered for the registration of a transfer of any Securitytransfer, or for exchange or redemption shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, any paying agent Company and the Security Registrar may deem and treat Registrar, duly executed by the Person Holder thereof or his attorney duly authorized in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar writing. No service charge shall be affected by notice made to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges that may be submitted by facsimile imposed in connection with any registration of transfer or sent electronically in PDF formatexchange of Securities, other than exchanges pursuant to Section 303, 304, 305, 306, 308, 906, 1009, 1014 or 1108 hereof not involving any transfer. The Company shall not be followed by delivery required (a) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the date of selection of Securities for redemption under Section 1104 hereof and ending at the close of business on the day of the original document mailing of a notice of redemption in respect of any such Securities selected for redemption, or (b) to Trustee within three (3) Business Days register the transfer of delivery by facsimile or PDF transmissionexchange any Security so selected for redemption in whole or in part, except the unredeemed portion of Securities being redeemed in part.

Registration of Transfer and Exchange. The Company shall cause the Trustee to keep, or cause to be keptso long as it is the Security Registrar, at its the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office or in any other office or agency designated for such purpose pursuant to Section 1002 being herein sometimes referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee shall initially be the "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). If the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as suchprovided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfer of any Security at the office or agency of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesthe Company designated pursuant to Section 1002, the Company shall execute execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Security or Securities of the same series as the Security presented for of any authorized denomination or denominations, of a like aggregate principal amount amount. Furthermore, any Holder of the Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in a Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Guarantor thereofSecurities are so surrendered for exchange, if applicable, the Company shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and deliver such Security or make available for delivery, Securities upon receipt of the same series which the Holder making the exchange is entitled to receive; provided that no exchange of Series C Securities for Series D Securities shall occur until an Authentication Order. The Trustee Exchange Offer Registration Statement shall not have been declared effective by the Commission and that the Series C Securities exchanged for the Series D Securities shall be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partcanceled. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableCompany, evidencing the same indebtedness Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment Every Security presented or surrendered for the registration of a transfer of any Securitytransfer, or for exchange, repurchase or redemption, shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, any paying agent Company and the Security Registrar Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer, exchange or redemption of Securities, except for any tax or other governmental charge that may deem and treat be imposed in connection therewith, other than exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1014 or 1108 not involving any transfer. The Company shall not be required (a) to issue, register the Person in whose name transfer of or exchange any Security is registered as during a period beginning at the absolute owner opening of business 15 days before the mailing of a notice of redemption of the Securities selected for redemption under Section 1104 and ending at the close of business on the day of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.mailing or

Registration of Transfer and Exchange. The Company shall keep, or cause to be keptkept at the Corporate Trust Office of the Trustee, at its or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated for such purpose pursuant to Section 1002 hereof being herein sometimes referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee or an agent thereof or of the Company shall initially be the "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security at the “Security Registrar”). If office or agency of the Company fails designated pursuant to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 1002 hereof, the Company shall execute a execute, and the Trustee, in accordance with Section 303, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Security or Securities of the same series as the Security presented for of any authorized denomination or denominations, of a like aggregate principal amount amount. Any Holder of the Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent) and that ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Guarantor thereofSecurities are so surrendered for exchange, if applicable, the Company shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee Trustee, in accordance with Section 303, shall authenticate and deliver such Security or deliver, the Securities upon receipt of an Authentication Order. The Trustee shall not be required the same series which the Holder making the exchange is entitled to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partreceive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableCompany, evidencing the same indebtedness Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment Every Security presented or surrendered for the registration of a transfer of any Securitytransfer, or for exchange or redemption shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, any paying agent Company and the Security Registrar may deem and treat Registrar, duly executed by the Person Holder thereof or his attorney duly authorized in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar writing. No service charge shall be affected by notice made to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges that may be submitted by facsimile imposed in connection with any registration of transfer or sent electronically in PDF formatexchange of Securities, other than exchanges pursuant to Section 303, 304, 305, 306, 308, 906 or 1108 hereof not involving any transfer. The Company shall not be followed by delivery required (a) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the date of selection of Securities for redemption under Section 1104 hereof and ending at the close of business on the day of the original document mailing of a notice of redemption in respect of any such Securities selected for redemption, or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of Securities being redeemed in part. All Securities issued upon transfer or exchange or replacement of Securities originally issued hereunder which bear the legend set forth in Section 202(b) shall bear such legend unless the Company shall have delivered to the Trustee within three (3or the Security Registrar, if other than the Trustee) Business Days a Company Order which states that the Security may be issued without such legend thereon. The Holder of delivery a Physical Security may, and upon the satisfaction of the requirements of this paragraph the Company shall issue a Company Order directing the Trustee to, exchange such Security for a beneficial interest in the Global Security only (i) in accordance with the rules and procedures of the Depositary, the Security Registrar and the Trustee (if the Security Registrar is not the Trustee or an agent thereof), and (ii) upon furnishing any information relating to such exchange as may reasonably be requested by facsimile the Depositary, the Security Registrar and the Trustee (if the Security Registrar is not the Trustee or PDF transmissionan agent thereof), including, in connection with any Physical Security that bears the legend set forth in Section 202(b), information or certification relating to the exchange of a Physical Security bearing such a legend for a beneficial interest in the Global Security.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security "Certificate Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and Subordinated Notes and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.04(b) (in the case of the Trust Certificates) or the Basic Documents (in the case of the Subordinated Notes), the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates or Subordinated Notes. No transfer of a Trust Certificate or Subordinated Note shall be open for inspection by the Trusteerecognized except upon registration of such transfer. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be Chase Manhattan Bank is hereby appointed as authorized by Board Resolution (the “Security initial "Certificate Registrar”). If ." Upon any resignation of the Company fails to appoint or maintain another entity as Security Certificate Registrar, the Owner Trustee shall act as suchpromptly appoint a successor. The Company Subordinated Notes may not be transferred, except as permitted by the Basic Documents. (b) Each Trust Certificate (other than the Transferor Trust Certificate) shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Administrative Agent (as certified to the Certificate Registrar in an Officer's Certificate) consistent with applicable law. As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000, (B) it causes its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesproposed transferee to provide to the Issuer, the Company Certificate Registrar and the Initial Purchaser a letter substantially in the form of Exhibit D hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless the Transferor determines that such transfer would create a risk that the Issuer or the Origination Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates and Subordinated Notes to exceed 100 or (2) the number of holders of direct or indirect interests in the Origination Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuer that the Issuer is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan nor will it acquire or hold the Trust Certificates being transferred on behalf of or with "plan assets" of a Benefit Plan. (vi) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such 24 Person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate or trust the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more U.S. Persons (as such term is defined in the Code) have the authority to control all substantial decisions of the Issuer. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Transferor and the Owner Trustee a properly executed IRS Form W-8 ECI and a new IRS Form W-8 ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor and the Owner Trustee). (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuer or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Issuer and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit C and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor, the Certificate Registrar or the Initial Purchaser, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor and the Initial Purchaser. (iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any state or any other jurisdiction, and such investor executes and delivers to the Issuer and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D. (d) The Transferor shall make the Rule 144A Information available to the prospective transferor and transferee of a Trust Certificate. The Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the Offering Circular, as amended or supplemented to the date of such transfer; (ii) each Payment Date Certificate delivered to Trust Certificateholders on each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Transferor in order to comply with requests for information pursuant to Rule 144A. None of the Transferor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Trust Certificate under the Securities Act or any state securities laws. (e) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401(a) of the UCC are met, the Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8ECI (or successor form) or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person's attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar's retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. (f) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuer from being characterized as a "publicly traded partnership" within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, kept at its the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated for such purpose pursuant to Section 1002 being herein sometimes collectively referred to as provided in Section 4.02, a register or registers (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (the “provided. Upon surrender for registration of transfer of any Security Registrar”). If at an office or agency of the Company fails designated pursuant to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 1002 for such purpose, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such Security office or agency. Whenever any Securities upon receipt of an Authentication Order. The are so surrendered for exchange, the Company shall execute, and the Trustee shall not be required authenticate and deliver, the Securities which the Holder making the exchange is entitled to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partreceive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableCompany, evidencing the same indebtedness debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment Every Security presented or surrendered for the registration of a transfer of any Security, or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, the Company, any paying agent and or be accompanied by a written instrument of transfer in form satisfactory to the Security Registrar may deem and treat duly executed, by the Person Holder thereof or an attorney for such Holder duly authorized in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar writing. No service charge shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be submitted by facsimile imposed in connection with any registration of transfer or sent electronically exchange of Securities, other than exchanges pursuant to Section 304 or 906 or in PDF formataccordance with any Offer to Purchase pursuant to Section 1015 or 1016. The Company shall not be required to issue, to be followed by delivery register the transfer of or exchange any Security after the opening of business 15 days before the day of the original document to Trustee within three (3) Business Days mailing of delivery by facsimile or PDF transmissiona notice of redemption of Securities under Section 1103.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, kept at its the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated for such purpose pursuant to Section 1002 being herein sometimes referred to as provided in Section 4.02, a register or registers (the “Security "Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as provided Securities. The Note Register shall be in this Article II and which at written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times times, the Note Register shall be open for to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the Trustee in such capacity, together with any successor of the Trustee in such capacity, the "Note Registrar") for the purpose of registering Securities and the transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution (provided. Upon surrender for registration of transfer of any Security at the “Security Registrar”). If office or agency of the Company fails designated pursuant to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesSection 1002, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonexecute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interest in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register be reflected in a book entry. At the transfer option of or exchange any Security selected the Holder, Securities may be exchanged for redemption in whole or in part, except the unredeemed portion other Securities of any Security being redeemed in partauthorized denomination and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange (including an exchange of Series C Notes for Series D Notes), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Series C Notes for Series D Notes shall occur until an applicable Exchange Offer Registration Statement shall have been declared effective by the Commission, the Trustee shall have received an Officers' Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the Commission and the Series C Notes to be exchanged for the Series D Notes shall be cancelled by the Trustee. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, if applicableCompany, evidencing the same indebtedness debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment Every Security presented or surrendered for the registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a transfer written instrument of any Securitytransfer, in form satisfactory to the Trustee, the Company, any paying agent Company and the Security Registrar may deem and treat Note Registrar, duly executed by the Person Holder thereof or his attorney duly authorized in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar writing. No service charge shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be submitted by facsimile imposed in connection with any registration of transfer or sent electronically exchange of Securities, other than exchanges pursuant to Section 304, 906, 1016, 1017 or 1108, not involving any transfer. The Register shall be in PDF formatwritten form in the English language or in any other form including computerized records, to be followed by delivery capable of the original document to Trustee being converted into such form within three (3) Business Days of delivery by facsimile or PDF transmissiona reasonable time.

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, keep or cause to be kept, at its the office or agency designated for such purpose as provided in maintained pursuant to Section 4.023.08, a register or registers (the “Security "Certificate Register”) "), in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by the Trusteerecognized except upon registration of such transfer. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be Wilmington Trust Company is hereby appointed as authorized by Board Resolution (the “Security initial Certificate Registrar”). If the Company fails Certificate Registrar shall for any reason become unable to appoint or maintain another entity act as Security Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Transferor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as suchsuccessor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer's Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000, (B) it causes its proposed transferee to provide to the Trust and the Certificate Registrar a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless the Transferor determines that such transfer would create a risk that the Trust or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan or arrangement subject to Section 406 of ERISA, will not acquire or hold the Trust Certificates being transferred on behalf of or with "plan assets" of a Benefit Plan, and is not a Person acting on behalf of such a Benefit Plan or arrangement nor using the assets of such a Benefit Plan or arrangement to effect such transfer; (vi) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate or trust the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more "U.S. persons" (as such term is defined in the Code) have the authority to control all substantial decisions of the Trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Transferor and the Owner Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor and the Owner Trustee). (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Trust or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Trust and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor or the Certificate Registrar, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor. (d) The Transferor shall make the Rule 144A Information available to the prospective transferor and transferee of a Trust Certificate. The Company Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the Prospectus, as amended or supplemented to the date of such transfer; (ii) each Payment Date Certificate delivered to Trust Certificateholders on each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Transferor in order to comply with requests for information pursuant to Rule 144A. None of the Transferor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Trust Certificate under the Securities Act or any state securities laws. (e) Upon surrender for registration of its Subsidiaries may act as Security Registrar. To permit registrations transfer or exchange of transfers any Trust Certificate at the office of the Certificate Registrar and exchangesupon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401(a) of the UCC are met, the Company Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8BEN or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person's attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar's retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. (f) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Trust from being characterized as a "publicly traded partnership" within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept, kept at its the office or agency designated for such purpose as provided of the Company in Section 4.02, the United States a register (the register maintained in such office or registers (agency being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the Securities registration of Notes and the of transfers of Securities as provided in this Article II and which at all reasonable times shall be open for inspection by the TrusteeNotes. The registrar Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities Notes and transfers of Notes as herein provided, and its Corporate Trust Office is the initial office or agency where the Security Register will be maintained. The Company may at any time replace such Security Registrar or change such office or agency, and the Company or any Restricted Subsidiary may act as the Security Registrar; provided, however, that there shall be only one Security Register. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. Prior to the due presentation for registration of transfer of Securities any Note, the Company, the Trustee, the Paying Agent or the Security Registrar may deem and treat the person in whose name a Note is registered as herein provided the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Security Registrar shall be appointed as authorized affected by Board Resolution (notice to the “Security Registrar”)contrary. If Upon surrender for registration of transfer of any Note at the Company fails to appoint or maintain another entity as office of the Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver deliver, subject to the other terms and conditions of this Article Three, in the name of the designated transferee or transferees, one or more Definitive Notes or Global Notes at the Company’s and Security Registrar’s written request, of any authorized denominations and of like tenor and aggregate principal amount. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or Securities upon receipt be accompanied by a written instrument of an Authentication Ordertransfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing. The Trustee No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental taxes and fees that may be required by law or imposed by this Indenture in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304, 906, 1010, 1015 or 1108 not involving any transfer. If the Notes are to be redeemed in part, the Company and the Security Registrar shall not be required (1) to register the transfer of or exchange any Security Notes during a period of 15 days before a selection of Notes for redemption under Section 1104, or (2) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Security Note being redeemed in part. All Securities issued upon any registration The provisions of transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereofclauses (1), if applicable(2), evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3), (4) Business Days of delivery by facsimile or PDF transmission.and (5) below shall apply only to Global Notes:

Registration of Transfer and Exchange. (a) The Company Certificate Registrar shall keep, or cause to be kept, at its office or agency designated for such purpose as provided in Section 4.02, kept a register or registers (the “Security Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Certificate Registrar shall register provide for the Securities registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.04(b), the registration of transfers of Securities as provided in this Article II and which at all reasonable times Trust Certificates. No transfer of a Trust Certificate shall be open for inspection by the Trusteerecognized except upon registration of such transfer. The registrar for the purpose of registering Securities and the transfer of Securities as herein provided shall be [__________] is hereby appointed as authorized by Board Resolution (the initial “Security Certificate Registrar”). If Upon any resignation of the Company fails to appoint or maintain another entity as Security Certificate Registrar, the Owner Trustee shall act promptly appoint a successor. (b) Each Trust Certificate shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Trust Certificate attached as suchExhibit A hereto, unless determined otherwise by the Administrator (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. The Company As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It will be the beneficial owner of the Trust Certificate and it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $500,000, (B) it causes its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesproposed transferee to provide to the Issuer, the Company Certificate Registrar and the Underwriter a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless, after consulting counsel, the Transferor determines that such transfer would create a risk that the Issuer or the Vehicle Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates, or trust certificates of any related issuer, in the aggregate to exceed 99 (provided that, each separate entity will be considered as a single registered holder, regardless of the number of trust certificates held by such entity) or (2) the number of holders of direct or indirect interests in the Vehicle Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuer that the Issuer is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. (vi) It is a Person who is either (A)(1) a citizen or resident of the United States or (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (B) an estate the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more U.S. Persons (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor, the Owner Trustee and the Certificate Registrar). (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuer or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Issuer and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor, the Certificate Registrar or the Underwriter, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor and the Underwriter. (iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any State or any other jurisdiction, and such investor executes and delivers to the Issuer and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute a new Security and shall, or Securities shall cause the Authenticating Agent to, authenticate and deliver, in the name of the same series as the Security presented for designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate principal face amount and in authorized denominationsdated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, and any Guarantor thereof, if applicable, shall execute as the form of Guarantee or Guarantees thereon, and the Trustee shall authenticate and deliver such Security or Securities upon receipt of an Authentication Ordercase may be. The Trustee Certificate Registrar shall not be required to register the require that every Trust Certificate presented or surrendered for registration of transfer of or exchange any Security selected shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 (or successor form) or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No service charge shall be made for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be Trust Certificates, but the valid obligations of Owner Trustee or the Company and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration Certificate Registrar may require payment of a transfer of sum sufficient to cover any Security, the Trustee, the Company, tax or governmental charge that may be imposed in connection with any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile of Trust Certificates. The Certificate Registrar shall cancel and retain or sent electronically destroy, in PDF formataccordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to be followed by delivery prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the original document Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee within three (3) Business Days shall not make and the Certificate Registrar shall not register any transfer or exchange of delivery by facsimile or PDF transmissionTrust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Registration of Transfer and Exchange. (a) The Company shall keep, or cause to be kept, keep at its the office or agency designated for such purpose as provided of the Warrant Agent specified in Section 4.02, 2.3 a register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company it shall register, and shall register the Securities and the transfers of Securities transfer of, Stock Warrant Certificates as provided in this Article II and which at all reasonable times Section. Such register shall be open in written form in the English language or in any other form capable of being converted into such form within a reasonable time. (b) Upon due presentation for inspection by the Trustee. The registrar for the purpose registration of registering Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (any Stock Warrant Certificates at the “Security Registrar”). If office of the Company fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchangesWarrant Agent specified in Section 2.3, the Company shall execute and the Warrant Agent shall countersign and deliver in the name of the transferee or transferees a new Security Stock Warrant Certificate or Securities Stock Warrant Certificates of the same series as the Security presented tenor and for a like aggregate principal amount and number of Stock Warrants. (c) Any Stock Warrant Certificates may be exchanged for Stock Warrant Certificates representing a like number of Stock Warrants. A Stock Warrant Certificate or Stock Warrant Certificates to be exchanged shall be surrendered at the office of the Warrant Agent specified in authorized denominations, and any Guarantor thereof, if applicable, shall execute the form of Guarantee or Guarantees thereonSection 2.3, and the Trustee Company shall authenticate execute and the Warrant Agent shall countersign and deliver such Security in exchange therefor the Stock Warrant Certificate or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register Stock Warrant Certificates which the transfer of or holder making the exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be entitled to receive, bearing numbers not contemporaneously outstanding. (d) The Company, the valid obligations of the Company Warrant Agent and any Guarantor thereof, if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar other person may deem and treat the Person in whose name any Security is registered holder thereof as the absolute owner of such Security any Stock Warrant Certificate (notwithstanding any notation of ownership or other writing thereon), for the purpose of receiving payment of principal of and interest on such Securities the exercise thereof and for all other purposes, and none of neither the Trustee, Company nor the Company, the paying agent or the Security Registrar Warrant Agent nor any other person shall be affected by any notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) Business Days of delivery by facsimile or PDF transmission.